annual report 2015-16 - garwarepoly report 201… · annual report 2015-16 ... dena bank bank of...

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ANNUAL REPORT2015-16

GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITEDGARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED

GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITEDGARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED

GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED

GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED GARWARE POLYESTER LIMITED

AnnuAl RepoRt 2015-16

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CORPORATE INFORMATIONBOARD OF DIRECTORS

S. B. Garware - Chairman & Managing Director

S. S. Garware (Mrs.)

Monika Garware Modi (Mrs.) - Vice Chairperson & Jt. Managing Director

Sarita Garware Ramsay (Mrs.) - Jt. Managing Director

Sonia Garware (Ms.)

N. P. Chapalgaonkar

B. Moradian

M. S. Adsul - Director (Technical)

M. C. Agarwal (Dr.)

Ramesh P. Makhija

T. M. Parikh

Nilesh R. Doshi

COMPANY SECRETARY & VICE PRESIDENT (LEGAL)Nimesh S. Shah

CHIEF FINANCIAL OFFICERGokul D. Naik AUDIT COMMITTEET. M. Parikh – ChairmanB. MoradianM. S. AdsulM. C. AgarwalNilesh R. Doshi

STAKEHOLDERS’ RELATIONSHIP COMMITTEEM. C. Agarwal – ChairmanSarita Garware RamsayB. Moradian

NOMINATION & REMUNERATION COMMITTEEM. C. Agarwal – ChairmanB. MoradianT. M. Parikh

CORPORATE SOCIAL RESPONSIBILITY COMMITTEESarita Garware Ramsay – ChairpersonB. MoradianM. C. Agarwal

BANKERSIndian Overseas BankDena BankBank of IndiaThe Federal Bank Limited

AUDITORSM/s. Manubhai & Shah, LLPChartered Accountants

M/s. Kirtane & Pandit, LLPChartered Accountants

SOLICITORS & ADVOCATES Crawford Bayley & Co.

REGISTERED OFFICENaigaon, Post Waluj,Aurangabad – 431 133.

CORPORATE OFFICE Garware House,50-A, Swami Nityanand Marg,Vile Parle (East), Mumbai – 400 057.

WORKSL-5 & L-6, Chikalthana Industrial Area,Dr. Abasaheb Garware Marg,Aurangabad – 431 210. Naigaon, Post Waluj, Aurangabad – 431 133.A-1 & A-2, MIDC, Ambad, Nasik – 422 010.

OFFICES204, 2nd Floor, DLF Tower B, Near Apollo Hospital,Jasola, New Delhi – 110 025.

37/1B, Hazra Road, Kolkata – 700 029.

Old No. 37, New No. 55,Ambercrest, 4th Floor, Pantheon RoadEgmore, Chennai – 600 008.

OVERSEAS OFFICEUnit 2-17, The Plaza,535, Kings Road, London – SW10 OSZ.

101, Lake Forest Blvd.Street No. 403, GaithersburgMD, 20887, U.S.A.

REGISTRARS & TRANSFER AGENTSLink Intime India Private Limited, Mumbai.

WEBSITEwww.garwarepoly.com


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CONTENTS PAGE NO.

Notice ..................................................................................................................... 03

Directors’ Report and Annexures .......................................................................... 07

Management Discussion and Analysis ................................................................... 21

Corporate Governance Report .............................................................................. 23

Secretarial Audit Report and Annexure .................................................................. 33

Auditors’ Report and Annexure ............................................................................. 35

Balance Sheet ........................................................................................................ 38

Statement of Profit and Loss ................................................................................. 39

Cash Flow Statement ............................................................................................ 40

Notes to the Financial Statements.......................................................................... 43

Form AOC-1 ........................................................................................................... 60

Auditors Report on Consolidated Financial Statements ......................................... 61

Consolidated Balance Sheet ................................................................................. 64

Consolidated Statement of Profit and Loss ............................................................ 65

Consolidated Cash Flow Statement ...................................................................... 66

Notes to the Consolidated Financial Statements ................................................... 70

Route Map for AGM................................................................................................ 84

Proxy Form and Attendance Slip ............................................................................ 87


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NOTICEGARWARE POLYESTER LIMITED

CIN: L10889MH1957PLC010889

Registered Office: Naigaon, Post Waluj, Aurangabad – 431 133. Website: www.garwarepoly.comEmail: [email protected] Tel. No.: 022 6698 8000.

NOTICE IS HEREBY GIVEN THAT the 59th Annual General Meeting of the members of GARWARE POLYESTER LIMITED will be held at the Registered Office of the Company on Wednesday, 21st September, 2016 at 11.30 a.m. at Naigaon, Post Waluj, Aurangabad – 431 133 to transact the following businesses:

Ordinary Business:

1. To consider and adopt:

(a) the Audited Financial Statements of the Company for the financial year ended March 31, 2016, with the reports of the Board of Directors and Auditors thereon; and

(b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2016 and the report of the Auditors thereon.

2. To appoint a Director in place of Mrs. Sarita Garware Ramsay (DIN: 00136048), who retires by rotation and being eligible, offers herself for re-appointment.

3. To appoint a Director in place of Ms. Sonia Garware (DIN: 00135995), who retires by rotation and being eligible, offers herself for re-appointment.

4. To consider the following resolution as an Ordinary Resolution:-

“RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation of the Audit Committee and approval by the Board of Directors, the appointment of M/s. Manubhai & Shah, LLP, (Earlier, Manubhai & Shah) Chartered Accountants (Firm Registration Number: 106041W/W100136) be and are hereby ratified as the Statutory Auditors of the Company, to hold office from the conclusion of the 59th Annual General Meeting till the conclusion of the 62nd Annual General Meeting of the Company, subject to ratification at every subsequent Annual General Meeting at such remuneration plus service tax, as may be mutually agreed upon between the Board of Directors of the Company and auditors, plus travelling and out of pocket expenses actually incurred by the auditors in connection with the audit work.”

Special Business:


“RESOLVED THAT M/s. Kirtane & Pandit LLP, Chartered Accountants ( Firm Registration Number : 105215W/W100057 ) be and are hereby appointed as the Joint Auditors of the Company together with M/s. Manubhai & Shah, LLP, Chartered Accountants from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting at such remuneration plus service tax as may be mutually agreed upon between the Board of Directors of the Company and the said M/s. Kirtane & Pandit LLP, plus traveling and out of pocket expenses actually incurred by the Auditors in connection with the audit work.”


“RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under, as amended from time to time, the Company hereby ratifies the remuneration of ` 3,00,000/- (Rupees Three Lakhs only) plus out-of-pocket expenses payable to M/s. M. R. Pandit & Co., Cost Accountants (Firm’s Registration No. 00268) who have been appointed by the Board of Directors as the Cost Auditors of the Company, to conduct the audit of the cost records of the Company, for the Financial Year ending 31st March, 2017.”

By Order of the Board of Directors For Garware Polyester Limited

Place: Mumbai Nimesh S. ShahDate: August 10, 2016 Company Secretary &

Vice President (Legal)

Registered Office Naigaon, Post Waluj, Aurangabad – 431 133

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (the ‘Meeting’) IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND TO VOTE ONLY ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.

A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the company.

The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable.

2. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to Item No. 5 and 6 of the Notice is annexed hereto.

3. Members desiring any information on the business to be transacted at the Meeting are requested to write to the Company at least 15 days in advance to enable the Management to keep the information, as far as possible, ready at the Meeting.

4. The Register of Members and the Share Transfer Books of the Company will remain closed from Wednesday, 14th September, 2016 to Wednesday, 21st September, 2016 (both days inclusive).

5. Members are requested to notify immediately any change in their addresses directly to their Depository Participant in case they hold shares in dematerialized form or to the Company’s Registrars & Share Transfer Agents, in case they hold shares in physical form.

6. The Ministry of Corporate Affairs (MCA) on 10th May, 2012 notified about the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012 (IEPF Rules). The objective of the IEPF Rules is to help the shareholders to ascertain status of the unclaimed amounts and overcome the problems due to misplacement of intimation thereof by post etc. The Company has uploaded the information in respect of the Unclaimed Dividends for the financial years 2008-09, 2009-10, 2010-11 & 2011-12, as on the 58th Annual General Meeting (AGM) held on 29th September, 2015 on the website of IEPF viz. www.iepf.gov.in.


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7. Unclaimed dividend for the Financial Years 2008-09, 2009-10, 2010-11 (Interim & Final) and 2011-12 are still lying in the respective unpaid dividend accounts of the Company. Members, who have not encashed the dividend warrants for the said financial years are requested to contact the Company’s Registrar and Share Transfer Agents, M/s. Link Intime India Private Limited at the address provided in point no. 14 - XIV below.

8. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

9. SEBI has also mandated that for registration of transfer of securities, the transferee(s) as well as transferor(s) shall furnish a copy of PAN card to the Company for registration of transfer of securities.

10. Information required under Regulation 36(3) of the Listing Regulations (relating to Corporate Governance) with respect to the Directors seeking appointment/re-appointment at the Annual General Meeting, forms integral part of the notice. The Directors have furnished the requisite declarations for their appointment/ re-appointment.

11. A route map showing directions to reach the venue of the 59th AGM is given alongwith this Annual Report as per the requirement of "Secretarial Standard-2" on General Meeting.

12. Electronic copy of the Annual Report for 2015-16 and Notice of the 59th Annual General Meeting of the Company inter-alia indicating the process and manner of electronic voting (‘e-voting’) along with Attendance Slip, Proxy Form and Route Map is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Notice of the 59th Annual General Meeting of the Company inter-alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.

13. Members may also note that the Notice of the 59th Annual General Meeting, Attendance Slip, Proxy Form, Ballot Paper, Route Map and the Annual Report for the year 2016 will also be available on the Company’s website www.garwarepoly.com for their download. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office at Aurangabad for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost.

For any communication, the shareholders may also send requests to the Company’s investor email id: [email protected]

14. Voting through electronic means I. In compliance with provisions of Section 108 of the Companies

Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the Listing Regulations the Company is pleased to provide members facility to exercise their right to vote at the 59th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from place other than venue of the AGM (“remote-e-voting”) will be provided by National Securities Depository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

IV. The remote e-voting period commences on Saturday, 17th September, 2016 (9:00 am) and ends on Tuesday, 20th September, 2016 (5:00 pm). During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Thursday, 15th September, 2016, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

V. A person who is not a member as on the cut-off date should treat this Notice for information purpose only.

VI. The instructions for e-voting are as under:

A) In case a Member receives an e-mail from NSDL [for members whose e-mail IDs are registered with the Company/Depository Participants(s)]:

(i) Open e-mail and open PDF file viz; “remote e-voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for e-voting. Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com

(iii) Click on Shareholder – Login.

(iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

(v) Password change menu appears. If you desire, then change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Please preserve your new password. It is strongly recommended not to share your password with any other person and to take utmost care to keep your password confidential.

(vi) Home page of e-voting opens. Click on e-Voting: Active Voting Cycles.

(vii) Select “EVEN” of Garware Polyester Limited.

(viii) Now you are ready for remote e-voting as Cast Vote page opens.

(ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

(x) Upon confirmation, the message “Vote cast successfully” will be displayed.

(xi) Once you have voted on the resolution, you will not be allowed to modify / change your vote.

(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPEG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected]

B) Members upon receiving physical copy of an Annual Report are requested to note down the following from attached e-voting form:

(i) Initial password is provided in the attached e-voting form.

(a) EVEN (Remote E-Voting Event Number)(b) USER ID(c) PASSWORD/ PIN


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(ii) Please follow all steps from Sl. No. 14 (VI)(A)(I) to (XII) above, to cast your vote.

VII. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads section of www.evoting.nsdl.com or call on toll free no. 1800-222-990.

VIII. If you are already registered with NSDL for e-voting then you can use your existing user ID and password/PIN for casting your vote.

IX. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

X. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date (record date) of 15th September, 2016.

XI. Mr. Nilesh G. Shah, Practicing Company Secretary (Membership No. FCS-4554, CP No. 2631), has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

XII The Scrutinizer shall after the conclusion of voting at a AGM, first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and will make, not later than 48 hours of the conclusion of AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, forthwith to the Chairman of the Company or in his absence to a person authorised by him in writing. who shall counter sign the Scrutinizer's Report and shall declare the result forthwith.

XIII. The Results shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.garwarepoly.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in this behalf. The results shall also be uploaded on the BSE Listing Portal.

XIV. Members holding shares in physical form are requested to forward all applications for transfer and all other shares related correspondence, including intimation for change of address, if any, to the Registrars and Share Transfer Agents of the Company at the following address:

LINK INTIME INDIA PRIVATE LIMITED (Unit : Garware Polyester Limited) C-13, Pannalal Silk Mill Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078. Tel. No. 022-2594 6970 Fax : 022-2594 6969.



Vice President (Legal)Registered Office Naigaon, Post Waluj, Aurangabad – 431 133


6

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 5

In view of the substantial increase in activities of the Company, the Board of Directors consider that it is necessary to recommend re-appointment of M/s. Kirtane & Pandit, LLP, Chartered Accountants as Joint Auditor to hold the office along with the existing Statutory Auditors of the Company. M/s. Kirtane & Pandit, LLP, Chartered Accountants were appointed as Joint Auditor at the 58th Annual General Meeting of the Company held on 29th September, 2015.

The Company has received a special notice under Section 115 of the Companies Act, 2013 from the member proposing the name of M/s. Kirtane & Pandit, LLP, Chartered Accountants as Joint Auditors of the Company, who have conveyed their eligibility and willingness for such re-appointment.

None of the Directors or Key Managerial Personnel of the Company or their relatives is/are in any way concerned or interested, in the said resolution as set out at the Item No. 5 of the Notice for approval by the members.

The Board recommends the Ordinary Resolution set out in Item No. 5 of the accompanying notice for approval by the shareholders.

Item No. 6

The Board of Directors of the Company on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. M. R. Pandit & Co., Cost Accountants, to conduct the audit of the Cost records of the Company for the financial year ending March 31, 2017.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is to be approved by the Board of Directors and subsequently ratified by the Members of the Company. Accordingly, the Members are requested to ratify the remuneration payable to the Cost Auditor for the financial year ending March 31, 2017, as set out in the Resolution for the aforesaid services to be rendered by them.

None of the Directors or Key Managerial Personnel of the Company or their relatives is/are in any way concerned or interested, in the said resolution as set out at the Item No. 6 of the Notice for approval by the members.

The Board recommends this Ordinary Resolution as set out at Item No. 6 of the accompanying Notice for approval by the members.



Vice President (Legal)

Registered Office Naigaon, Post Waluj, Aurangabad – 431 133

Details of Director(s), seeking appointment/ re-appointment, as required under Regulation 36(3) of SEBI Listing Regulations.Name of the Director Mrs. Sarita Garware

RamsayMs. Sonia Garware

Date of Birth & Age 25.10.196749 years

24.07.197145 years

Date of Appointment on the Board

24.12.1993 31.01.2007

Qualifications M. B. A. from European University in Switzerland

M. B. A. fromBoston College USA.

Expertise in specific functional areas

Specialisation in Marketing

Finance, Marketing & Strategic Management

Directorship(s) held in other public companies

Garware Industriees Ltd.

Garware Industriees Ltd.

C h a i r m a n s h i p ( s ) /Memberships of Committees across public companies

Garware Polyester Ltd. CSR Committee Stakeholders Relationship Committee

–

No. of shares held in the Company as on 31.03.2016.

2,67,653 2,68,595


7

DIRECTORS’ REPORT FOR THE YEAR ENDED MARCH 31, 2016TO THE MEMBERS,Your Directors present the 59th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2016

1. Financial Results (` in Crores)

2015 - 16 2014-15Operating Profit before Interest & Depreciation 85.11 85.23Less: Finance Cost 42.93 43.64

Depreciation 16.84 59.77 15.08 58.72Profit for the year before Exceptional Item 25.34 26.51Provision for Income Tax 7.95 9.17Profit After Tax 17.39 17.34Add: Balance brought forward from previous year 268.86 308.26Balance available for Appropriation 286.25 325.60Appropriation:Transferred from Assets whose balance useful life is Nil as per Schedule II of the Companies Act, 2013 (Net of deferred tax of ` 117.50 Lakhs)

0.00 2.28

Transferred to Capital Redemption Reserve on Redemption of Preference Shares

0.00 54.46

Balance carried to Balance Sheet 286.25 268.86Total 286.25 325.60

2. Dividend Your Directors have not recommended any dividend on the equity

share capital for the year under review with a view to conserve the resources and to plough back profits to strengthen the net working capital.

3. Company’s Performance On consolidated basis, a revenue from operations for the financial

year 2015-16 at ` 863.53 Crores was lower by 6% over the last year (` 923.18 Crores in 2014-15). The Earnings before interest, tax, depreciation and amortization (EBITDA) was at ̀ 87.13 Crores against EBITDA of ` 86.56 Crores in 2014-15. The Profit after tax (PAT) for the year was ` 16.50 Crores against the PAT of `17.81 Crores in 2014-15.

On Standalone basis, a revenue from operations for the financial year 2015-16 was at ` 848.23 Crores, is lower by 7% over the last year (` 913.37 Crores in 2014-15) due to pressure on selling prices of THIN film. The Earnings before interest, tax, depreciation and amortisation (EBITDA) was ` 85.11 Crores against EBITDA of ` 85.23 Crores in 2014-15. The Profit after tax (PAT) for the year was ` 17.39 Crores against the PAT of ` 17.34 Crores in 2014-15.

4. Operations The year 2015-16 has ended in line with the year 2014-15 at Profit

after tax in spite of reduction in turnover due to pressure in selling prices of Thin Film. However, your company is able to maintain profitability because of better product mix. This was achieved irrespective of decrease in other income.

Your Company is making efforts to divert the spare capacity of Consumer Products Division (CPD Division) for exports. The said capacity has become spare, against the ban on use of Sun Control Film on motor car windows in Indian market since 2012, pursuant to the order of the Hon’ble Supreme Court of India.

5. Future Outlook Due to the overcapacity situation that persists in the Polyester film

Industry in Indian as well as in International Market, the prices will

still remain under pressure and will face tough competition and oversupply situation. Therefore your Company has shifted its focus to the Speciality films and has developed new products for the international market such as digital printable films, Films for solar PV application, films for Lidding application, coated films for label, Medium & High shrink films for Label and films with high Infrared heat rejection for Automobiles etc. These films will mainly cater to the export markets.

6. Research & Development Your company is a leader in development of new products and

new applications in the fields of Polyester film and solar control window film. Your Company’s R&D Department is very much focusing on cost reduction measures by introducing cost effective alternative raw materials and processes in manufacturing method.

Your Company’s R&D Centre is accredited by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India etc. since many years. R&D team works hand-in-hand with production team to introduce and establish new products at the plant and to improve the product quality and output efficiencies in all the plants at Aurangabad.

As on date, all the manufacturing plant /pilot plants and laboratories are upgraded with latest equipment to upgrade the product quality and to achieve the various quality requirements of regular customers.

7. Functioning of R & D Department R&D activities are carried out on continuous basis as an

independent important activity.

In this center various pilot plants are installed for development of Polymers, film extrusion and different types of coatings.

All new polymers and coatings are first produced in these plants and extensively tested in specially developed test facilities before commencing trials on the main plant. All the new product trials are taken under supervision of very senior R&D personnel and test marketing is done before producing them in bulk quantities.


8

Our laboratories are equipped with state-of-the-art latest testing equipments and many speciality test rigs are used as per the end product applications

8. Information Technology (IT) Your Company has implemented CCTV security surveillance

system in production mainly covering Chill roll & slitting areas to control and monitor manufacturing process.

Your Company is in process to implement SAP HR Payroll to integrate HR process to the existing SAP ERP system.

Your Company is in process to implement SAP BI system to facilitate KPI driven reporting and Dashboard to management by taking advantage of SAP ERP business database.

Your Company has implemented Server Virtualization for its Windows and Linux based servers using VMWare Technology and virtualized its 16 Windows as well as Linux servers.

Your Company is in the process to upgrade its existing SAP ERP EHP version from EHP4 to EHP7 including AIX operating system and DB2 database.

9. Awards and Recognitions During this year, your Company has been honoured with Six

Safety Awards at State Level by Maharashtra State Chapter of National Safety Council (NSC – MC).

Out of these six awards, three awards were won by the Company’s employees for their contribution in State Level Safety Slogan Competition.

10. Human Resource Development Your Company’s Human Resources team successfully ran its

talent acquisition, retention and development agendas during the year.

Company’s senior management team was strengthened through hiring of leaders in various domains. The Company’s HR policies and processes are aligned to effectively drive its business and other emerging opportunities.

The focus on employee development through training modules that were created in-house continued. More than 182 training programs were conducted during the year, over 85% of them through in-house trainers and business leaders. The programs added up to over 12,000 man-hours / 1,500 man-days of training. This has been achieved by continuously investing in learning and development programs by arranging target oriented training programs, creating appropriate work environment and maintaining a structured recognition system.

HR has been working to provide an enabling working environment where innovation and performance thrive. Employees are empowered and we believe that it is, they who ultimately deliver the results.

11. Manufacturing and Quality Initiatives With innovative approaches in manufacturing techniques and

product optimization, the productivity in the manufacturing segment has significantly gone up. The quality culture of your Company ensures that the products are benchmarked as best in class by the customers. Our quest for excellence both in Manufacturing and Quality continues as before. Your Company is regarded as best in class for Quality and Reliability.

In order to keep the plants in excellent running condition the company has upgraded the manufacturing plants with various new equipment to produce quality products.

12. Consolidated Financial Statement The Consolidated Financial Statements of the Company are

prepared in accordance with relevant Accounting Standards AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and forms a part of this Annual Report.

13. Subsidiary Companies Garware Polyester International Limited-UK and Global Pet Films

Inc.- USA, continue to be the subsidiaries of your Company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company’s Subsidiaries (in Form AOC-1) is attached to the financial statements.

14. Safety, Health & Environmental Protection Being a Responsible Corporate Citizen, your Company has

regularly undertaken various initiatives for the continual improvement in Safety, Health and Environment (SHE) at the works and surrounding areas.

Some of the prominent activities include – Safety audits of Thermic Fluid system and Electrical System by external expertise (M/s Jacobs Engineering), Internal Safety survey of plants, Field Safety rounds after monthly Safety review meetings, EMS training and Field rounds, periodical SHE inspections and trainings, schemes on the efficient usage of energy and the conservation of natural resources, activities for the enhancement of employee participation in SHE and the support in emergency management operations at public places.

Your Company is a recipient of various safety laurels from the Regulatory Authorities on the State level, as stated above during the year. Security system has been upgraded, like awareness training, evacuation drills to meet the new challenges.

15. Directors’ Responsibility Statement Pursuant to Section 134(5) of the Companies Act, 2013, the Board

of Directors, to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively and

f) the Directors have advised proper systems to ensure compliance with provisions of applicable laws and that such systems were adequate and operating effectively.


9

16. Directors and Key Managerial Personnel In accordance with the provisions of the Act and the Articles of

Association of the Company, Mrs. Sarita Garware Ramsay and Ms. Sonia Garware, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, hereinafter referred to as ‘Listing Regulations’.

Key Managerial Personnel Shri S. B. Garware - Chairman & Managing Director, Mrs. Monika

Garware Modi - Vice Chairperson & Jt. Managing Director, Mrs. Sarita Garware Ramsay - Jt. Managing Director, Mr. M. S. Adsul - Director (Technical), Mr. Gokul D. Naik - Chief Financial Officer and Mr. Nimesh S. Shah - Company Secretary, are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

17. Number of Meetings of the Board Four meetings of the Board were held during the year. For

details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report.

18. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Listing

Regulations, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

This performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

19. Policy on Directors’ Appointment and Remuneration and Other Details

The Company’s policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors’ Report.

20. Internal Financial Control Systems and their Adequacy The Company has in place well defined and adequate internal

controls commensurate with the size of the Company and the same were operating effectively throughout the year.

21. Audit Committee The details pertaining to the composition of Audit Committee are

included in the Corporate Governance Report, which forms part of this report.

22. Statutory Auditors M/s. Manubhai & Shah – Chartered Accountants, Statutory

Auditors of the Company vide their letter dated April 01, 2016 addressed to the Board of Directors of the Company have informed about conversion of their firm from Partnership to Limited Liability Partnership (LLP) with effect from 1st April, 2016. Consequent to conversion of Manubahi & Shah into LLP, the name of the LLP will be “Manubhai & Shah, LLP”.

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Manubhai & Shah, (Now M/s. Manubhai & Shah, LLP) Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 57th Annual General Meeting (AGM) of the Company held on September 25, 2014 till the conclusion of the 62nd AGM to be held in the year 2019, subject to ratification of their appointment at ensuing AGM. Members are requested to ratify their appointment in ensuing 59th AGM. M/s. Manubhai & Shah - LLP, Chartered Accountants have conveyed their eligibility to act as auditors of the Company, subject to the ratification of their appointment as auditors of the Company at the ensuing 59th Annual General Meeting.

Further, the Company has received a special notice under Section 115 of the Company’s Act, 2013 proposing the name of M/s. Kirtane & Pandit, LLP, Chartered Accountants as Joint Auditors, subject to member’s approval at the ensuing 59th Annual General Meeting.

M/s. Kirtane & Pandit - LLP, Chartered Accountants have conveyed their eligibility and willingness to act as a joint auditors of the Company, if appointed at the ensuing 59th Annual General Meeting. Board recommends their appointment as Joint Auditors.

Cost Auditor: As per the requirement of central government and pursuant to

section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company has been carrying out the audit of cost records.

The Board of Directors, on the recommendations of audit committee, has re-appointed M/s. M. R. Pandit & Co., Cost Accountants, Aurangabad as cost auditors to audit the cost accounts of the company for financial year 2016-17. As required under the Companies Act, 2013 a resolution seeking member’s approval for ratification of remuneration payable to the Cost Auditors forms a part of the notice convening the 59th Annual General Meeting.

Secretarial Auditor: In terms of Section 204 of the Companies Act, 2013, the Board of

Directors of your Company at its meeting held on August 10, 2016 has appointed M/s. Nilesh Shah & Associates, Practicing Company Secretary (FCS: 4454 & C.P. 2631), as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2016-17.

Your Company has received consent from M/s. Nilesh Shah & Associates to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31st March, 2017.

23. Auditors’ report and Secretarial Auditors’ Report The observations made in the Auditor’s Report and Secretarial

Auditor’s Report are self explanatory and therefore, do not call for any comments. The auditors’ report and secretarial auditors’ report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

24. Risk Management The Board of the Company has formed a Risk Management

committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.


10

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

25. Particulars of Loans, Guarantees and Investments The particulars of loans, guarantees and investments have been

disclosed in the financial statements.

26. Transactions with Related Parties All the transactions entered by the Company during the financial

year with related parties were in the ordinary course of business and on an arm’s length pricing basis. The Audit Committee had given omnibus approval for the transactions (which are repetitive in nature) and the same were reviewed by the Board of Directors.

There were no material significant transactions with related parties during the financial year 2015-16 which were in conflict with the interest of the Company. The Directors would like to draw attention of the members to Note No. 33 to the financial statement which sets out related party disclosure.

Pursuant to the provision of the Section 134(3)(h) of the Companies Act, 2013, Form AOC-2 is not applicable to the Company.

27. Corporate Social Responsibility The CSR expenditure incurred by your Company during the

financial year 2015-16 was ` 60.00 Lakhs (around 3.39% of the average net profits of last three financial years) on CSR activities which does not include the expenses made on the activities carried out by the Garware Community Center and Garware Bal Bhawan.

The CSR initiatives of your Company were under the thrust areas of health & hygiene, education, water management and enhancement of vocational training.

Your Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2016, is in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure [I].

28. Extract of Annual Return As provided under Section 92(3) of the Act, the extract of Annual

Return of the Company is annexed herewith as Annexure [II] in the prescribed Form MGT-9, which forms part of this report.

29. Adoption of new Articles of Association of your Company During the financial year 2015-16, new Articles of Association of

your Company were adopted in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder.

30. Particulars of Employees and Related Disclosures Two Whole-time Directors/Employee employed throughout the

year were in receipt of remuneration of ` 60 Lakhs per annum or more amounting to ` 4.29 Crore were relative(s) of Shri S. B. Garware Chairman & Managing Director of the Company. During the FY 2015-16, the Company had 1145 permanent employees.

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors’ Report for the year ended March 31, 2016 is given in a separate Annexure [III] to the Report.

31. Other Laws During the year under review, there were no cases filed pursuant

to the provisions of sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013.

32. Corporate Governance The Company is committed to maintain the highest standards of

corporate governance and adhere to the corporate governance requirements as set out by the SEBI Board. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing regulations forms an integral part of this Report.

The requisite certificate from the Practicing Company Secretary, confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

33. Vigil Mechanism The Vigil Mechanism of the Company, which also incorporates a

whistle blower policy in terms of the Listing regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy is available on the Company’s website at the www.garwarepoly.com.

34. Deposits from Public The Company has not accepted any deposits from public and as

such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

35. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure [IV] to this Report.

36. Details on Internal Financial Controls related to Financial Statements

Your Company is having adequate internal financial control system with reference to the financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

The accounts of the subsidiary companies are audited and certified by their respective Statutory Auditors for consolidation.

Your Company operates in SAP, an ERP system, and has many of its accounting records stored in an electronic form and backed up periodically. The ERP system is configured to ensure that all transactions are integrated seamlessly with the underlying books of account. Your Company has automated processes to ensure accurate and timely updation of various master data in the underlying ERP system.

Your Company has a robust financial closure self-certification mechanism wherein the line managers certify adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

Your Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify / validate them as and when appropriate.


11

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever required.

Your Company has a code of conduct applicable to all its employees along with a Whistle Blower Policy which requires employees to update accounting information accurately and in a timely manner. Any non-compliance noticed is to be reported and actioned upon in line with the Whistle Blower Policy.

Your Company gets its Standalone accounts alongwith Limited Review Report reviewed every quarter by their Statutory Auditors.

37. Industrial Relations The relations between the Employees and the Management

remained cordial during the year under review. Your Directors wish to place on record their appreciation of the contribution made by the Employees at all levels.

38. Acknowledgements Your Directors wish to place on record their appreciation of the

wholehearted co-operation received by the Company from the various departments of the Central & State Governments, Company’s Bankers and Financial & Investment Institutions during the year under review.

For and on behalf of the Board of Directors

Place: Mumbai S. B. GARWARE Date: August 10, 2016 Chairman & Managing Director


12

ANNEXURE [I]ANNUAL REPORT DETAILS OF THE CSR ACTIVITIES1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference

to the web-link to the CSR policy and projects or programs. The CSR Policy was approved by the Board of Directors at its Meeting held on May 29, 2014 and has been uploaded on the Company’s

website www.garwarepoly.com. A gist of the programs that the Company can undertake under the CSR policy are mentioned below.

Corporate social responsibility of the Company is aligned with ‘Garware’ tradition of creating wealth in the community with focus on Art, Culture, Sports, health, education and safety.

The management believes in the famous sayings that, ‘If you want to walk fast, walk alone. But if you want to walk far, walk together’. The Company had proposed to undertake activities relating to Art, Culture, Sports, health, education and safety. In addition to above, Company

has actively implemented projects and initiatives for the betterment of society, Communities and environment through ensuring environmental sustainability and ecological balance, protecting, art and culture and rural development projects etc. for the Financial Year 2015-16.

The activities as mentioned below were funded internally by the Company.

2. The Composition of the CSR Committee: The Company has a CSR committee of directors comprising of Mrs. Sarita Garware Ramsay, Chairperson of the committee, Mr. B. Moradian and Dr. M. C. Agarwal as committee members.

3. Average net profit of the Company for last three Financial Years is ` 1,767.35 Lakhs.

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): The Company is required to spend ` 35.35 lakhs towards CSR activities for the Financial Year 2015-16.

5. Details of CSR spent during the Financial Year:

a. Total amount to be spent for the Financial Year: ` 35.35 Lakhs

b. Amount spent for the Financial Year: ` 60.00 Lakhs

c. Amount unspent, if any: ` NIL

d. Manner in which the amount spent : Through Garware Charitable Trust for the Financial Year as detailed below:

(Amount in ` Lakhs)

Sr. No.

CSR project or activity identified

Sector in which the project is covered

Place, where the project is undertaken

Amount outlay

Amount Spent on the project

Cumulative expenditure up-to the reporting period

Amount spent: Direct or through implementing agency

1 Promoting Education to women, Street Children and Others

EducationEnhancement project

Mumbai, Pune and Sangali (Maharashtra)

31.00 31.00 31.00 Through Garware Charitable Trust.

2 Promoting Health Care Measures for poor people

Health Care project Mumbai(Maharashtra)


3 Providing basic needs of elderly & deprived section of society

Elderly & differently abled and livelihood enhancement project

Mumbai & Thane(Maharashtra)


4 Old age home for disabled people

Donation paid for running old age home.

Mumbai(Maharashtra)


5 Rehabilitation of Distress/Depressed people

Distress/ Depressed people care centre.

Mumbai(Maharashtra)


TOTAL 60.00 60.00 60.006. In case the Company has failed to spend the two percent, of the average net profit of the last three Financial Years or any part thereof, the

Company shall provide the reasons for not spending the amount in its Board report. : Not applicable.7. The Chairman of the CSR Committee has given a responsibility statement on behalf of the CSR Committee that the implementation and

monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company.

Mrs. Sarita Garware Ramsay Shri S. B. Garware Chairman of CSR Committee Chairman and Managing Director

Place: Mumbai Date : August 10, 2016


13

Annexure IIFORM NO. MGT-9

EXTRACT OF ANNUAL RETURNAs on Financial year ended on 31.03.2016

(Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies

(Management & Administration) Rules, 2014)

I. REGISTRATION & OTHER DETAILS

1. CIN L10889MH1957PLC010889

2. Registration Date 06.06.1957

3. Name of the Company Garware Polyester Limited

4. Category/Sub- Category of the Company Company Limited by Shares/Indian Non-Government Company

5. Address of the Registered Office & Contact details Naigaon, Post Waluj, Aurangabad 431 133. MaharashtraTel; 0240 2567400 Fax : 0240 2554672

6. Whether listed company Yes

7. Name, Address & Contact details of the Registrar & Transfer Agent, if any.

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (West), Mumbai-400078Tel: 022-25946970/022-25963838; Fax: 022-25946969

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contribution 10% or more of the total turnover of the company shall be stated)

Sr. No. Name and Description of main Products/services NIC Code of the products/services % to total turnover of the Company

1. Polyester Film 3131 100%

III. PARTICUALRS OF HOLDING, SUBSIDAIRY AND ASSOCIATE COMPANIES

Foreign SubsidiariesSr. No.

Name and Address of the Company CIN/GIN Holding/Subsidiary/Associates

% of shares Held Applicable Section

1 Garware Polyester International LimitedUnit 2-17, The Plaza535 Kings RoadLondon – SW10 OSZ

- Subsidiary Company 100% Section 2(87)

2 Global Pet Films Inc.101 Lake Forest blvdSuit-403, GaithersburgMD 20877United States

- Step down Subsidiary NIL Section 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)I. Category-wise Share HoldingCategory of Shareholders

No. of Shares held of the beginning of the year (As on April 1, 2015)

No. of Shares held at the end of the year (As on March 31, 2016)

%Change

during the year

Demat Physical Total % of Total Shares


A. Promoters1) Indiana)individual/HUF 1873623 - 1873623 8.04 1873623 - 1873623 8.04 -b)Central Govt. - - - - - - - - -c)State Govt.(s) - - - - - - - - -d) Bodies Corporate 1336391 1336391 5.73 1336391 1336391 5.73e) Banks/FI - - - - - - - - -f) Any other(Trust) 10595401 10595401 45.44 10595401 10595401 45.44 -Subtotal (A)(1): 13805415 13805415 59.21 13805415 13805415 59.21 -


14

Category of Shareholders

No. of Shares held of the beginning of the year (As on April 1, 2015)

No. of Shares held at the end of the year (As on March 31, 2016)

%Change

during the year



2) Foreign - - - - - - - - -a) NRIs Individuals 268595 268595 1.15 268595 268595 1.15b) Other Individuals - - - - - - - - -c) Bodies Corporate - - - - - - - - -d) Banks/ FI - - - - - - - - -e) Any other - - - - - - - - -Subtotal (A)(2): 268595 - 268595 1.15 268595 - 268595 1.15 -Total shareholding of Promoter(A)=(A)(1)+(A)(2):

14074010 14074010 60.36 14074010 14074010 60.36 -

B. Public Shareholding1) Institutionsa)Mutual Funds/UTI 376 14700 15076 0.06 376 14700 15076 0.06 -b)Banks/FI 2326 979 3305 0.01 2326 979 3305 0.01 -c)Central Govt. – - - - - - - - -d)State Govt.(s) - - - - - - - - -e)Venture Capital Funds

- - - - - - – – –

f)Insurance Companies

853756 200 853956 3.66 853756 200 853956 3.66 -

g) FIIs - 2355 2355 0.01 - 2355 2355 0.01 -h)Foreign Venture Capital Funds

- - - - - - - - -

i) Others (Trust) 6011 - 6011 0.03 9011 - 9011 0.04 0.01Sub-total (B)(1):- 862469 18234 880703 3.78 865469 18234 883703 3.78 0.01

2. Non-Institutionsa) Bodies Corp.i) Indian 946030 182808 1128838 4.84 870466 182808 1053274 4.51 -0.33ii) Overseas - - - - - - - -a) Individuals i)Individual Shareholders holding nominal share capital upto Rs. 1 lakh

2527187 1093086 3620273 15.53 2287195 1064540 3351735 14.38 1.15

ii)Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh

3428157 - 3428157 14.71 3557546 - 3557546 15.27 -0.56

c) Others (specify) Clearing Members 12554 - 12554 0.05 17514 - 17514 0.07 0.02 Hindu Undivided Family

- - - - 215126 - 215126 0.92 0.92

Foreign Nationals Non Resident Indians (REPAT)

167986 2629 170615 0.73 159613 2629 162242 0.69 -0.04

Non Resident Indians (NON REPAT)

- - - - - - - - -

Trusts - - - - - - - - -Sub-total (B)(2):- 7081914 1278523 8360437 35.86 7107460 1249977 8357437 35.86 -Total Public shareholding(B)=(B)(1)+(B)(2):

7944383 1296757 9241140 39.64 7972929 1268211 9241140 38.64 -

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C)

22018393 1296757 23315150 100 22046939 1268211 23315150 100.00 -


15

ii. Shareholding of Promoters:Sr.No.

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding

during the year

No. of Shares

% of total Shares

of the company

%of Shares

Pledged/Encumbered to

total shares

No. ofShares

% of totalShares of

The company

%ofShares

Pledged/Encumbered to

total shares

1 Shri S. B. Garware 1163001 4.99 - 1163001 4.99 - -2. Mrs. S. S. Garware 175465 0.75 - 175465 0.75 - -3 Mrs. Monika Garware Modi 267504 1.15 - 267504 1.15 - -4. Mrs. Sarita Garware Ramsay 267653 1.15 - 267653 1.15 - -5. Ms. Sonia Garware 268595 1.15 - 268595 1.15 - -6 S. B. Garware Family Trust 10592401 45.43 - 10592401 45.43 - -7. B. D. Garware Research Centre 1067216 4.58 - 1067216 4.58 - -8. Great View Real Estates Pvt. Ltd. 269175 1.15 - 269175 1.15 - -9. Monika Garware Modi Benefit Trust 1000 0.00 - 1000 0.00 - -10. Sarita Garware Benefit Trust 1000 0.00 - 1000 0.00 - -11. Sonia Garware Benefit Trust 1000 0.00 - 1000 0.00 - -

iii. Change in Promoters’ Shareholding (please specify, if there is no change): There are no changes in the Promoter’s shareholding during the Financial year 2015-16.

iv. Shareholding Pattern of top ten shareholders:

(Other than Directors and Promoters.)

Sr.No.

For Each of the Top 10 Shareholders * Shareholding at the beginning of the year 01.04.2015

Cumulative Shareholding at the end of the year 31.03.2016

No. of shares % of totalShares of the

Company

No. of shares % of totalShares of the

Company1. Minal B. Patel 1159484 4.97 1164167 4.992. Life Insurance Corporation of India Ltd. 853956 3.66 853956 3.663. Hardik Bharat Patel 550544 2.36 643406 2.764. PAT Financial Consultants Pvt. Ltd. 326277 1.40 327068 1.405. Ruchit Bharat Patel 162073 0.69 307178 1.316. Dalal & Broacha Stock Broking Pvt. Ltd. 272236 1.17 271836 1.167. Nedhi Goel 146442 0.63 153083 0.668. Garware Wall Ropes Ltd. 146350 0.63 146350 0.639. Ramesh Bhalchandra Garware 100200 0.43 100200 0.4310. Nilima Upendra Mehta 98476 0.42 98576 0.42

* The shares of the Company are traded on a daily basis and hence the date wise increase/decrease in shareholding is not indicated.

v. Shareholding of Directors and Key Managerial PersonnelSr.No.

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginningof the year

Cumulative Shareholding at the end of the year

No. of shares % of total shares of the

Company

No. of Shares % of total shares of the

Company1. Shri S. B. Garware

At the beginning of the year 1163001 4.99 1163001 4.99Date wise Increase/Decrease in Shareholding during the year specifying the reasons for Increase/Decrease (e.g. allotment/transfer/bonus/sweat equity etc.)

- - - -

At the end of the year 1163001 4.99 1163001 4.99


16

Sr.No.

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginningof the year

Cumulative Shareholding at the end of the year

No. of shares % of total shares of the

Company

No. of Shares % of total shares of the

Company2. Mrs. S. S. Garware

At the beginning of the year

Date wise Increase/Decrease in Shareholding during the year specifying the reasons for Increase/Decrease (e.g. allotment/transfer/bonus/sweat equity etc.)

At the end of the year

175465-

175465

0.75-

0.75

175465-

175465

0.75-

0.75

3. Mrs. Monika Garware ModiAt the beginning of the year



267504-

267504

1.15-

1.15

267504-

267504

1.15-

1.15

4. Mrs. Sarita Garware RamsayAt the beginning of the year



267653-

267653

1.15-

267653

267653-

267653

1.15-

1.15

5. Ms. Sonia GarwareAt the beginning of the year



268595-

268595

1.15-

1.15

268595-

268595

1.15-

1.15

6. Mr. M. S. AdsulAt the beginning of the year



87-

87

0.00-

0.00

87-

87

0.00-

0.00

V. INDEBTNESS

Indebtness of the Company including interest outstanding/accrued but not due for payment.

(` in Lakhs)

Particulars Secured Loans

ExecutingDeposits

UnsecuredLoans

Deposits TotalIndebtness

Indebtness at the beginning of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

Total (i+ii+iii)Change in indebtness during the financial year

• Addition• Reduction• Net Change

Indebtness at the end of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

Total (i+ii+iii)

15,248.92--

15,248.92

3,587.96(3,055.61)

532.35

15,781.27--

15,781.27

1,203.46--

1,203.46

---

1,203.46--

1,203.46

-------------

16,452.38--

16,452.38

3,587.96(3,055.61)

532.35

16,984.73--

16,984.73


17

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL.A. Remuneration to Managing Director, Whole-time Director and/or Manager

(` in Lakhs)

Sr. No.

Particulars of Remuneration Name of MD / WTD / Manager Total AmountCMD WTD

Shri. S. B.Garware

Mrs. M.Garware

Modi

Mrs. SaritaGarware Ramsay

Mr. M. S. Adsul

1 Gross Salary(a) Salary as per provisions contained in Section 17(1) of the Income tax Act, 1961(b) Value of perquisites u/s 17(2) of the Income tax, 1961(c) Profits in lieu of salary u/s 17(3) of the income tax Act, 1961

355.50

0.40

0.00

191.40

0.61

0.00

171.59

0.40

0.00

36.00

0.40

0.00

754.49

1.81

0.00

2 Stock Option - - - - -3 Sweat Equity - - - - -4 Commission

- as % of profit- others, specify

- - - - -

5 Others, please specify(Retirement Benefits)

93.29 38.22 26.90 0.00 158.41

Total (A) 449.19 230.23 198.89 36.40 914.71B. Remuneration to other Directors

(` in Lakhs)Sr.No.

Particulars of Remuneration

Name of Directors Total Amount

1 Independent Directors N. P.Chapalgaonkar B. Moradian R. P. Makhija M. C. Agarwal T. M. Parikh N. R. DoshiFees for attending board/committee meetings

0.10 0.58 0.50 1.04 0.34 0.56 3.12

Commission - - - - - - -Others, please specify - - - - - - -Total (1) 0.10 0.58 0.50 1.04 0.34 0.56 3.12

2 Other Non-Executive Directors

Mrs. S. S. Garware Ms. Sonia Garware

Fees for attending board/committee meetings

0.20 0.20 0.40

Commission - - - - - - -Others, please specify - - - - - - -Total (2) 0.20 0.20 0.40Total Managerial RemunerationTotal (B)=(1+2)

3.52

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD(` in Lakhs)

Sr.No.

Particulars of Remuneration Key Managerial Personnel TotalCS CFO

1 Gross Salary(a) Salary as per provisions contained in Section 17(1) of the Income tax

Act, 1961(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961(c) Profits in lieu of salary u/s 17(3) of the Income tax Act, 1961

31.61

0.30-

30.68

1.80-

62.29

2.10-

2 Stock Option - - -3 Sweat Equity - - -4 Commission

- As % of profit- Others, specify

- - -

5 Others, please specifyTotal 31.91 32.48 64.39

VII. PENALTIES/PUNISHMENT/COMPOUNIDNG OF OFFENCES There were no penalties / punishment / compounding of offences for breach of any Section of Companies Act against the Company or

its Directors of other officers in default, if any, during the year.


18

Annexure [III]Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014PART AA. Ratio of remuneration of each Director to the median remuneration of all the employees of your company for the Financial Year

2015-16 are as follow:

Name of Director(s) Designation Total Remuneration/ Sitting Fees paid

Rs. in Lakhs (p.a.)

Ratio of remuneration of director to the Median

remunerationShri. S. B. Garware Chairman and Managing Director 449.19 124.78Mrs. S. S. Garware Non-Executive & Non-Independent 0.20 0.06Mrs. Monika Garware Modi Vice Chairperson & Jt. Managing Director 230.23 63.95Mrs. Sarita Garware Ramsay Jt. Managing Director 198.89 55.25Ms. Sonia Garware Non-Executive & Non-Independent 0.20 0.06Mr. M. S. Adsul Director-Technical 36.40 10.11Mr. N. P. Chapalgaonkar Non-Executive & Independent Director 0.10 N.A.Mr. B. Moradian Non-Executive & Independent Director 0.58 N.A.Mr. Ramesh P. Makhija Non-Executive & Independent Director 0.50 N.A.Dr. M. C. Agarwal Non-Executive & Independent Director 1.04 N.A.Mr. T. M. Parikah Non-Executive & Independent Director 0.34 N.A.Mr. Nilesh R. Doshi Non-Executive & Independent Director 0.56 N.A.

Notes:

1. The information provided above is on standalone basis.

2. The remuneration of Non-Executive Directors includes sitting fees paid to them for the Financial Year 2015-16.

3. Median remuneration of the Company for all its employees is Rs. 3.60 Lakhs p.a. for the Financial Year 2015-16.

B. Details of percentage increase in the remuneration of Executive Directors, Chief Financial Officer and Company Secretary in the financial year 2015-16 are as follows:

Name Designation Remuneration (` in Lakhs) Increase (in%)

2015-16 2014-15

Shri. S. B. Garware Chairman and Managing Director 449.19 400.13 12.26

Mrs. S. S. Garware Non-Executive & Non-Independent 0.20 0.30 (33.33)

Mrs. Monika Garware Modi Vice Chairperson & Jt. Managing Director 230.23 236.40 (2.61)

Mrs. Sarita Garware Ramsay Jt. Managing Director 198.89 210.23 (5.39)

Ms. Sonia Garware Non-Executive & Non-Independent 0.20 82.76 (99.75)

Mr. M. S. Adsul Director-Technical 36.40 36.40 0.00

Mr. Nimesh S. Shah Company Secretary 31.91 27.86* 14.52

Mr. Gokul D. Naik Chief Financial Officer 32.48 28.48 14.04

* Paid to ex-Company Secretaries

Notes:

1. The remuneration to Directors is within the overall limits approved by the shareholders of your Company and approved by Central Government.

C. Percentage increase in the median remuneration of all employees in the Financial Year 2015-16:(Amount in ` Lakhs)

2015-16 2014-15 Increase (in%)Median remuneration of all employees per annum 3.60 3.31 8.76

D. The number of permanent employees on the rolls of the Company: 1145


19

E. The explanation on the relationship between average increase in remuneration and Company’s performance:

Garware’srewardprinciplesare influencedbyindividualperformanceaswellasvariousfactorssuchascompetitivemarketpractices,costconsiderations andof course, thebusiness results achieved.The final salary increases that aremadedependon theCompany’smarketcompetitivenesswithinthiscomparatorgroup,whileatthesametimetakingintoaccounttheperformanceoftheCompanyaswellthatoftheconcernedindividual.TheCompanyiscommittedtopayforperformanceculturewhichendeavorstodifferentiatepaylevelsonanindividualperformancebasis.ThesalaryincreasesthatweremadeduringtheyearwereinlinewithboththeCompany’sperformanceaswellastheCompany’smarketcompetitiveness.

F. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Total Remuneration to Key Managerial Personnel (KMP) for the year 2015-16 (` in Lakhs)IncomefromOperations(`inLakhs) 88,762.33TotalRemunerationofKMPas%toRevenue 1.07%ProfitBeforeTax(PBT)(`inLakhs) 2,533.43TotalRemunerationofKMPas%ofPBT 37.63%

RemunerationfortheKeyManagerialPersonnelisalsoguidedbyGarware’srewardprinciples,whichfactorinindividualperformanceaswellasvariousfactorssuchascompetitivemarketpractices,costconsiderationsandofcourse,thebusinessresultsachieved.

G. a) Variations in the market capitalisation of the company: Themarketcapitalisationofthecompanyasattheclosingdateofthecurrentfinancialyearandpreviousfinancialyearhasincreased/decreasedby-8%.

b) Price Earnings Ratio of the Company: ` 7.46perShareon31stMarch,2016and`7.44perShareasat31stMarch,2015.

c) Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: TheclosingsharepriceoftheCompanyatBSELimitedason31stMarch,2016being `93.55perequityshareoffacevalueof`10eachhasgonedownby51%sincethelastrightissuebytheCompany,whichwasmadeintheyearDecember1995.

H. Comparison of average percentage increase in salary of employees other than key managerial personnel and the percentage increase in the key managerial remuneration:

2015-16(` in Lakhs)

2014-15(` in Lakhs)

Increase(%)

Averagesalaryofallemployees(otherthanKeyManagerialPersonnel) 6,214.31 5404.16 14.99KeyManagerialPersonnel-SalaryofMD&Jt.MD-SalaryofCFO&CS

888.4364.39

965.7256.34

(8.00)14.28

The increase inremunerationofemployeesother thanthemanagerialpersonnel is in linewith the increase inremunerationofmanagerialpersonnel.

I. Key parameters for the variable component of remuneration paid to the Directors: ThekeyparametersforthevariablecomponentofremunerationtotheDirectorsaredecidedbytheNominationandRemunerationCommittee

inaccordancewiththeprincipleslaiddownintheNominationandRemunerationPolicy.

J. There are no employees of the Company who receive remuneration in excess of the highest paid Director of your Company.

K. Affirmation that the remuneration is as per the Nomination and Remuneration Policy of your Company: ItisaffirmedthattheremunerationpaidtotheDirectors,KeyManagerialPersonnelandseniormanagementisaspertheNominationandRemunerationPolicyofyourCompany.

PART BThestatementcontainingnamesandotherparticularsofemployeesasperRule5(2)and5(3)oftheCompanies(AppointmentandRemunerationofManagerialPersonnel)Rules,2014formspartofthisreport.TheAnnualReportisbeingsenttoalltheMembersoftheCompanyexcludingtheaforesaidstatement.AnyMemberinterestedinobtainingacopyofthesamemaywritetotheCompanySecretaryandsamewillbeprovidedfreeofcosttotheMember.


20

Annexure [IV]ANNEXURE TO DIRECTORS’ REPORTInformation required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.A) CONSERVATION OF ENERGY Your Company is always focuses on energy conservation and also strives to improve efficiency. Studies are conducted on regular basis to

analyze quantitative energy consumption pattern and to find ways and means to improve efficiency. Following successful energy conservation efforts were made during the period under review- Waluj Complex:

1. Replacement of discharge lamp and fluorescent fittings into LED type fitting. Saving : 100 kWH Per Day.2. Efficiency improvement in pumping system. Saving : 52.45 kWH Per Day.

Chikalthana Complex:1. Efficiency improvement in pumping system. Saving : 9.5 kWH Per Day.

(B) TECHNOLOGY ABSORPTIONI. Research and Development (R & D) Company’s R&D Centre is accredited by the Department of Scientific and Industrial Research, Ministry of Science and Technology,

Government of India, and is engaged in research on new applications and development of new products, improvement of manufacturing processes and debottlenecking activities.Your Company’s thrust on R&D activities has paid rich dividends.1. Specific areas in which R & D carried out by the Company.

a. White opaque light barrier shrink film for dairy products.b. Polyester shrink film for replacement of PVC shrink film.c. In-line coated films for label application.d. Heat shrinkable film with low shrink force.e. Improved UV-stabilized heat sealable polyester film.

2. Benefit derived as result of the above R & DValue added products developed and production costs reduced.

3. Expenditure on R & D / Product Development (` in Lakhs)

a. Capital (Excl. CWIP) 13.65

b. Recurring 168.26

Total 181.91 Total R & D expenditure as a percentage to total turnover. 0.20%

II. Technology absorption, adaptation and innovation1. Efforts made towards technology absorption, adaptation and innovation:

a) Development of the chemical process for recycling of Polyester/co-polyester with enhanced properties and improved colour.2. Benefits derived as a result of above efforts: Eco-friendly, Cost effective, value added products developed and established.3. Technology imported during the last five years: Nil

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:I. Activities relating to exports, initiatives taken to increase export markets for products and services and export plans.

1. The export marketing activities are being consolidated to maintain the share of exports in total production. New markets are being explored.

2. Constant endeavor is being made to establish the products in specific overseas regional markets and to accomplish the same, individuals with knowledge and experience of these markets are appointed to service the customers.

3. The Company has established marketing outfits in USA and UK in order to maintain the smooth activities of the export business. II. Total Foreign Exchange used and earned (` in Crores) Used: 59.77 Earned (FOB Basis): 425.81 For and on behalf of the Board of Directors Place: Mumbai S. B. GARWAREDate: August 10, 2016 Chairman & Managing Director


21

REPORT ON MANAGEMENT DISCUSSION AND ANALYSISCompany Overview & Economic Environment

Garware Polyester Limited (GPL) is the pioneer and the largest exporters of polyester films in India. GPL is the only manufacture of sun control window films in India and a trend-setter in Sun Control Film industry with a history of more than 3 decades of technological development. GPL is among the only two companies in the world having back ward Integration into manufacturing of Sun control films.

The Company manufactures Bi-axially oriented polyethylene terephthalate (BOPET) / Polyester Films, Sun Control Films, BOPP Films, Thermal Lamination Films and Specialty Polyester Films of high quality for a variety of end applications. GPL also manufactures the premium grade heat rejection films based on the latest `Nano Technology’ developed in its in-house R&D facility center.

The Company is already backward integrated through the establishment of a Batch Process Polyester Chips plant which ensures a steady stream of supply of chips for the Film Lines. The BOPP line set up by Company in last year was part of the Company’s efforts to ensure forward integration too.

Thus Company’s strength is its integrated manufacturing facilities, R&D Center and development of specialty products for various applications.

1. Industry Structure and Developments

Polyester films has wide applications in a host of industries engaged in the manufacture of flexible packaging, shrink labels, electrical motor and cable insulation, sequin, magnetic media, imaging, metallic yarn, laminated films for glass tint, safety application etc. Sun Control films cater to the automobile and real estate sector. The Company has a well-developed marketing network throughout the world, some of the major regions being Europe, USA, Far East, Middle East, Africa, South America etc.

The Company has developed a wide network of dedicated customers in Europe, USA, Far East, Middle East, Brazil, Australia, China, Russia, New Zealand, Eastern Europe, Mexico and Africa. In order to expand the business and offer better services to the customers of Consumer products in overseas market, the Company has Subsidiary Companies situated in USA and UK. This ensures a cohesive global organization that can weave its operations in the above countries. The quality of GPL products is rated amongst the best in the world and the Company pays special attention on customer service and satisfaction due to which the customer base is consistent and increasing.

2. Opportunities and Threats

The supply demand situation for polyester films continues to be not favorable as the capacities are exceeding demand. The external environment is not conducive and supportive enough to meet the increased supply coming out of the developing and developed countries. This scenario is likely to continue for some more time until the Global economies and consumption picks up. Due to uncertainty in the advanced economies and continuing euro debt crisis, the Global economy is adversely impacted resulting in weak domestic and external demand. Furthermore, due to the commoditized nature of BOPET films, the Industry remains highly competitive with pressure on margins.

For the Company, the strategy is to focus on the specialty films, launch new products, strengthen network and Services and speed up brand building initiatives. Plans are afoot on a marketing

warpath, overhauling the product portfolio and penetrate newer markets, launch aggressive advertisement campaigns. The shrink label application film is very well stabilized in the market. With demand outlook for High Shrink films remaining robust, the Company has plans to shift to the specialty PET shrink Films, where it sees a tremendous opportunity. In thermal film, GPL has developed Gold & Feather feel films. The Company therefore hopes to rapidly grow its market share in various film segments. With foray into BOPP, GPL has now become the only company in the segment which will be manufacturing BOPET, Sun control Films, Thermal Lamination and BOPP.

GPL derives its strength from its established track record, experienced management, diversified customer and product profile, well recognized brands and integrated manufacturing facilities which are expected to augur well for the company’s future growth.

The Company has stopped sale of Sun Control film in Domestic Market for automobile application since the ban imposed by the Judgment of the Hon Supreme Court of India on use of film on Car windows and hence diverted its capacity for international market to a large extent and developed some value added products for domestic building window glass for exterior as well as for interior application.

3. Outlook Exports Plain Film:

The Company has maintained its record of being the top exporter of polyester films and bagged the top exporter award from Plexconcil. With the introduction of variety and high quality product offerings, the Company is fully confident of maintaining its strong position in exports. Presently Company products are being successfully sold in China, Europe, Eastern Europe, USA, South America, Africa, Middle East, Far-East, Australia, New Zealand etc.

Sun Control Film:

GPL is one of the premier window film manufacturers in the world. We manufacture Window Films for all applications (e.g: Automotive, Architectural, Safety, Anti-Graffiti etc.). GPL has distinct competitive advantage in terms of supreme control over product quality, material availability and also production costs due to backward integration. The Company has successfully launched multiple brands, new products with aggressive and innovative marketing strategies. The Company has introduced Infrared rejection films which can reduce infrared heat up to 92%. It has also developed the film to reduce the impact of mobile tower radiation. The growth in Sun Control films is expected to be sustained during the coming years. Sun Control films are presently being marketed throughout the world and our consistent quality and better customer orientation are highly valued in the market. The Company plans to market window films in the architectural segment aggressively and the thrust will continue to be for exports. The Sun Control films are marketed in Europe through its Subsidiary in UK and in the USA by Global Pet Films Inc. (GPF). We are also expanding our business in China and Brazil. The aim is to expand export base and catapult international operations into a major growth driver.

The company through its Step Down Subsidiary Global Pet Films Inc. (GPF) USA has been catering to customers across AMERICAS. GPF is the marketer of the brand ‘GLOBAL WINDOW FILMS’ which is registered in the US and is one the most popular brands. The subsidiary is catering to Russia, Europe, Asia-Pacific and Africa market film under the brand “Garware Sun Control”.


22

Thermal Film:

With variety and high quality product offerings in thermal lamination films, the Company is growing its share in the export market. GPL has developed Gold & Feather feel films at this division and focusing on increasing exports volume for these specialty products. With setting up of the BOPP plant, the Input films for thermal Lamination are now available in house which is an added advantage .

Domestic Market:

Growing Retail sector, increasing preference towards packaged items, liberalization and rising middleclass is expected to increase in consumption of Polyester Films thereby adding to growth of this segment in the domestic market.

Increased usage of window films in offices, commercial buildings and malls will continue to add to the growth of the Company’s business in the premium segment of window films.

4. Review of Operation The financial statements have been prepared in compliance with

the requirements of the Companies Act, 2013 and the applicable accounting standards.

(` in Lakhs)

Particulars 2015-16 2014-15 % changeNet Sales 84,216.00 88,679.37 -5%Other Income 606.68 2,657.69 -77%Profit before Interest, Depreciation and Exceptional Items

8,511.06 8,523.08 0%

Interest & Financial Charges 4,293.34 4,364.22 -2%Depreciation 1,684.29 1,508.15 12%Profit before Tax 2,533.43 2,650.71 -4%Provision for Tax 794.75 917.20 -13%Profit after Tax 1,738.68 1,733.51 0%Earnings per share (Basic and Diluted)

7.46 7.44 0%

Market Capitalization 21,811.32 23,804.77 -8%

5. Internal Control Systems and their Adequacy

The Company has sound systems of internal control and checks, which are supplemented by a regular internal audit commensurate with the size of its business and nature of its operations. The Audit Committee of the Board meets at regular intervals and actively reviews the internal control systems, which are reflected in the internal audit reports. Suitable corrective actions are initiated wherever necessary.

6. Material Developments in HR / Industrial Relations

Your Company has a well-qualified and experienced team of professionals who have contributed to the performance of the Company. Labour relations at all Company locations continue to remain cordial with no industrial unrest during the year under review.

7. Risks and Concerns

The volatility of crude oil prices and depreciation / appreciation of Rupee vis-à-vis US dollar, the raw material prices has been exhibiting a volatile trend , demand for the Company’s products is sensitive to changes in industry capacity and output levels, cyclical changes in regional and global economic conditions and changes in consumer demand. Significant addition in capacities by competitors has heated the competition. The Central and State tax scheme in India is extensive and subject to change from time to time. The Company is subject to risks arising from volatile foreign exchange market as well as interest rate fluctuations, which could adversely affect its business operational results. The Company will continue to focus on cost control and cost effective measures and give dedicated thrust to exports. The Company has endeavored to monitor and mitigate these risks.

8. Cautionary Statement

The statements in report of the Board of Directors and the Management Discussion & Analysis Report describing the Company’s outlook, estimates or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied since the Company’s operations are influenced by many external and internal factors beyond the control of the Company. The Company takes no responsibility for keeping the members updated on changes in these factors except as may be statutorily required from time to time.


23

CORPORATE GOVERNANCE REPORTThe Director Present the Company’s Report on Corporate Governance for the Financial Year ended 31st March, 2016.

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCEYour Company believes that Corporate Governance is a prerequisite for attaining sustainable growth in this competitive world. The Company’s Management acknowledges that corporate governance is a set of laws, regulations and good practices that enable an organization to perform efficiently and effectively. The philosophy of the Company towards good corporate governance is to enhance the long-term economic value of the Company, its shareholders and other stakeholders at large by adopting better corporate practices in fair and transparent manner. The Company believes that Corporate Governance is an ongoing process and there is a need to view Corporate Governance as more than just a regulatory requirement as good governance, apart from business results, leads to enhanced shareholders value. In recent times, governance has been further strengthened within the organization by introduction of incremental changes to various policies and processes.

The Company’s focus is on sustainable development, its customer centric approach to creating value for the customers by ensuring product quality and innovative service offerings coupled with its outreach to the communities it impacts through CSR activities and programmes has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and other stakeholders.

The Securities and Exchange Board of India (SEBI) on 2nd September, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”) with an aim to consolidate and streamline the provisions of the Listing Regulations for different segments of capital markets to ensure better enforceability. The Listing Regulations were effective from 1st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within 6 (six) months from the effective date. Your Company has entered into Listing Agreement with BSE Limited during the month of February, 2016.

The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreements and regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations, as applicable, with regard to corporate governance.

A report on compliance with the principles of Corporate Governance as prescribed by SEBI in Chapter IV read with Schedule V of Listing Regulations is given below:

GOVERNANCE STRUCTUREThe Corporate Governance Structure of Garware Polyester Limited is as follow:

1. Board of Directors: The Board is entrusted with the ultimate responsibility of the management, directions and performance of the Company. As its primary role is fiduciary in nature, the Board provides leadership, strategic guidance, objective and independent view to the Company’s management while discharging its responsibilities, thus ensuring that the management adheres to ethics, transparency and disclosures.

2. Committees of the Board: The Board has constituted the following Committees viz. (1) Audit Committee (2) Remuneration and Nomination Committee (3) Stakeholders Relationship Committee (4) Corporate Social Responsibility (CSR) Committee and (5) Risk Management Committee. Each of the said Committee has been mandated to operate with a given framework.

The Report on Corporate Governance is divided into six parts:

I. Board of Directors – Composition & Meetings

II. Committees of the Board

III. Remuneration of Directors

IV. Disclosures

V. Means of Communication

VI. General Shareholder Information

I. BOARD OF DIRECTORS:a) COMPOSITION OF THE BOARD OF DIRECTORS: The Company has a broad based Board of Directors, constituted in compliance with Regulation 17 of the Listing Regulations as well as

the Companies Act, 2013 and in accordance with the best practices for Corporate Governance. The Board functions either as a full Board or through various Committees constituted to oversee specific areas. Policy formulation, setting up of goals and evaluation of performance and control functions vest with the Board.

Composition of Board and other Directorships held as on 31st March, 2016

Category Name of the Director No. of Shares held as on 31st March 2016

No. of Board meetings attended during FY 2015-16

No. of Directorship(s) in Public Limited Companies as on 31st March, 2016*

No. of Board Committee Membership held in Public Companies as on 31st March, 2016 #

Attendance at previous AGM held on 29th September, 2015.Chairman Member

Executive &Non-Independent

1. Shri S. B. Garware (P)2. Mrs. Monika Garware Modi (P)3. Mrs. Sarita Garware Ramsay (P) 4. Mr. M. S. Adsul

11,63,001 2,67,504 2,67,653

87

4323

2831

--1-

--11

NONOYESYES


24

Category Name of the Director No. of Shares held as on 31st March 2016

No. of Board meetings attended during FY 2015-16

No. of Directorship(s) in Public Limited Companies as on 31st March, 2016*

No. of Board Committee Membership held in Public Companies as on 31st March, 2016 #

Attendance at previous AGM held on 29th September, 2015.Chairman Member

Non-Executive & Independent

1. Mr. B. Moradian2. Mr. N. P. Chapalgaonkar3. Dr. M. C. Agarwal4. Mr. Ramesh P. Makhija5. Mr. T. M. Parikh6. Mr. Nilesh R. Doshi

------

214424

211232

1-1-1

3-1---

NOYESNONONONO

Non-Executive & Non-Independent

1. Mrs. S. S. Garware (P)2. Ms. Sonia Garware (P)

1,75,4652,68,595

22

22

--

--

NONO

* This excludes directorship held in Private Companies, Foreign Companies, and directorship held as an alternate director but includes directorship in Garware Polyester Limited.

# For the purpose of considering the limit of Committee Memberships and Chairmanships of a Director, Committee of Directors includes membership in Audit Committee, Stakeholders Relationship Committee. This includes membership in Committee of Directors of Garware Polyester Limited.

P Indicates Promoter Director(s) Independent Directors The Non-Executive Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013

and Listing Regulations. A letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Regulation has been issued and disclosed on the website of the Company viz. www.garwarepoly.com

(b) MEETING OF BOARD OF DIRECTORS: The Company Secretary prepares the agenda and the explanatory notes, in consultation with the Chairman and Managing Director,

Whole-time Director and other Departmental Heads and circulates the same in advance to all the Directors. The Company places before the Board all the relevant and necessary data/information at it’s meetings related to production, sales, exports, review of business, any legal proceedings by/against the Company, share transfers, quarterly financial results, minutes of: (a) previous Board Meetings, (b) Audit Committee Meetings, (c) Stakeholders Relationship Committee Meetings (d) Nomination and Remuneration Committee Meeting and such other relevant information is regularly made available to the Board for discussion and consideration.

The Board meets at least once every quarter, inter-alia, to review the quarterly results. During the year under review commencing w.e.f. April 1, 2015, four Board Meetings were held. The gap between any two Board Meetings did not exceed 120 days. The details of Board meetings held during financial year 2015-16 are given below:

Sr. No. Date Board Strength No. of Directors Present1 29.05.2015 12 82 06.08.2015 12 93 04.11.2015 12 74 09.02.2016 12 9

Post Meeting MechanismThe important decisions taken at the Board/Board Committee meetings are communicated to the concerned departments/divisions.

The draft minutes of the Board and its Committees are sent to the members within 15 days from the date of Board Meeting for their comments thereon and then the minutes are entered in the minutes book within 30 days from the date of the meeting.

Board SupportThe Company Secretary attends the Board/Board Committee meetings and advises on compliances with applicable laws and governance.

FAMILIARISATION PROGRAMME FOR DIRECTORSAt the time of appointing a Director, a formal letter of appointment is given to him, which inter-alia explains the role, function, duties and responsibilities expected from him as a Director of the Company. The Director is also explained in detail the Compliances required from him/her under the Companies Act, 2013, Listing Regulations, 2015 and other relevant provisions and affirmation taken with respect to the same.

The Chairman and Managing Director also has one to one discussion with the newly appointed Director to familiarise him with the Company’s operations. Further the Company has put in place a system to familiarise the independent Directors about the Company, its products, business and the on-going events relating to the Company.

II COMMITTEES OF THE BOARD The Board has constituted Committees of the Directors to take informed decisions and to oversee the activities falling within the purview

of their terms of reference.


25

The following are the various Committees of the Board:

(A) Audit Committee(B) Stakeholders Relationship Committee(C) Nomination and Remuneration Committee(D) Corporate Social Responsible Committee(E) Risk Management Committee

(A) AUDIT COMMITTEE:(i) Composition: The Board of the Company has constituted an Audit

Committee comprising of the following Directors.

Mr. T. M. Parikh* Chairman Non-Executive & Independent Director

Mr. B. Moradian Member Non-Executive & Independent Director

Mr. M. S. Adsul Member Executive & Non- Independent Director

Dr. M. C. Agarwal Member Non-Executive & Independent Director

Mr. Nilesh R. Doshi# Member Non-Executive & Independent Director

* In place of Mr. B. Moradian, Mr. T. M. Parikh was appointed as Chairman of the Audit Committee w.e.f. 4th November, 2015. However, Mr. B. Moradian continues to be a member of the Audit Committee

# Mr. Nilesh R. Doshi has been appointed as a member of Audit Committee w.e.f. 29.05.2015

Mr. Nimesh S. Shah acts as the Secretary to the Committee.

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have experience in financial management. The Committee invites the CFO, Statutory Auditor(s) and Internal Auditor(s) to attend the meetings of the Committee.

The Audit Committee, during the financial year 2015-16, has approved related party transactions along with granting omnibus approval in line with the Policy of dealing with Related Party Transactions and the applicable provisions of the Companies Act, 2013 and the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

(ii) Terms of Reference: The powers and terms of reference of the Audit

committee are as mentioned in Regulation 18 of the Listing Regulations and Section 177 of the Companies Act, 2013.

The brief descriptions of terms of reference are:• Overseeing and ensuring the adequacy and

compliance of internal control systems.• Reviewing the quarterly, half-yearly and annual

financial statements with special emphasis on accounting policies and practices, compliance with accounting standards and other legal requirements concerning financial statements before submission to the Board.

• Reviewing the adequacy of the Audit and Compliance, including their policies, procedures, techniques and other regulatory requirements.

• Reviewing the statutory compliances from Company Secretary and Chief Financial Officer

• Undertaking periodical review of Internal Audit Reports and appraising and reviewing the scope of Internal Audit functions from time to time.

• Recommending appointment, remuneration and terms of appointment of Auditors

• Reviewing timely functioning of Vigil Mechanism and Whistle Blower Mechanism

• Interacting effectively with the Statutory Auditors, Secretarial Auditor and Cost Auditor from time to time and to discuss about finalisation of annual financial statements, secretarial and cost audit reports.

• Approval of appointment of CFO after assessing the qualifications, experience & background, etc. of the candidate.

• Considering any other matter, which may be referred to them by the Board of Directors of the Company.

• The Minutes of the Audit Committee Meetings are placed at the Meeting of the Board of Directors.

• Mandatorily Review of the following information: Management discussion and analysis of

financial condition and results of operations; Statement of significant related party

transactions; Management letters/letters of internal

control weakness issued by the statutory auditors;

Internal audit reports relating to internal control weakness; and

The appointment, removal and terms of remuneration of the Chief Internal Auditor.

The appointment of Statutory Auditors for services other than Statutory Audit.

(iii) Meetings and attendance during the year: The Audit Committee met four times during the year

as per details given below. The gap between any two meetings did not exceed 120 days.

Sr. No.

Date Strength No. of Members Present

1 29.05.2015 4 32 06.08.2015 5 33 04.11.2015 5 34 09.02.2016 5 5

The attendance of Members at the Committee Meetings was as under:

Name of Members Audit Committee Meetings Attended

Mr. T. M. Parikh 2Mr. B. Moradian 2Mr. M. S. Adsul 3Dr. M. C. Agarwal 4Mr. Nilesh R. Doshi 3


26

(B) STAKEHOLDERS RELATIONSHIP COMMITTEE: The composition of the Stakeholder Relationship Committee

is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

The Board of the Company has constituted a Stakeholders Relationship Committee comprising of the following Directors:

(i) Composition:Dr. M. C. Agarwal * Chairman Non- Executive

& Independent Director

Mrs. Sarita Garware Ramsay

Member Executive & Non- Independent Director

Mr. B. Moradian Member Non- Executive & Independent Director

* In place of Mr. B. Moradian, Dr. M. C. Agarwal was appointed as Chairman of Stakeholders Relationship Committee w.e.f. 09th February, 2016. However, Mr. B. Moradian continues to be a member of the Stakeholders Relationship Committee.

Mr. Nimesh S. Shah is the compliance officer for complying with the requirements of Securities Law and acts as Secretary to the Committee.

(ii) Terms of Reference: Brief descriptions of terms of reference are:

• To consider and approve transfer of shares and issuance of duplicate share certificates etc.

• Redressal of shareholder’s/investor’s complaints relating to transfer of shares, non-receipt of annual report, dividends, transmission, transposition, splitting, consolidation and dematerialisation of shares, etc.

(iii) Details of complaints received and redressed during the year from 1st April, 2015 to 31st March, 2016.

During the year under review, the Company has resolved investor grievances expeditiously. As per information received from Registrar M/s. Link Intime India Private Limited, during the year, the Company received 54 complaints from shareholders, which were resolved. The details are as under:

Nature of Complaint

No. of Complaints

No. of ComplaintsResolved

as on 31.03.2016

No. ofComplaints Pending as

on31.03.2016

Transfer of Shares

09 09 Nil

Dividend 32 32 NilOthers 13 13 NilTotal 54 54 Nil

(iv) Meetings and attendance during the year: During the year, the Committee met 26 times. As on

31st March, 2016, there were no requests pending for transfer of shares. The details of share transfers are reported to the Board of Directors along with the Minutes of the aforesaid Committee Meetings.

The attendance of Members at the aforesaid Committee Meetings was as under:

Name of Members Meetings Attended

Dr. M. C. Agarwal 21Mrs. Sarita Garware Ramsay 26Mr. B. Moradian 10

(v) Investor’s Grievances: The Registrars and Share Transfer Agents, viz. Link

Intime India Private Limited under supervision of the Secretarial Department of the Company redresses the Investor’s grievances.

(C) NOMINATION AND REMUNERATION COMMITTEE: The role of the Nomination and Remuneration Committee is

governed by its Charter and its composition is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The Board of the Company has constituted a Nomination and Remuneration Committee comprising of the following Directors:-

(i) Composition:

Dr. M. C. Agarwal * Chairman Non-Executive Independent

Mr. B. Moradian Member Non-Executive Independent

Mr. T. M. Parikh Member Non-Executive Independent

* In place of Mr. B. Moradian, Dr. M. C. Agarwal was appointed as a Chairman of Nomination and Remuneration Committee w.e.f. 09th February, 2016. However, Mr. B. Moradian continues to be a member of Nomination and Remuneration Committee.

Mr. Nimesh S. Shah acts as a Company Secretary to the Committee.

(ii) Terms of Reference: Brief description of terms of reference are:

• Recommend to the board the set up and composition of the board and its committees including the “formulation of the criteria for determining qualifications, positive attributes and independence of a director”. The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

• Recommend to the board the appointment or reappointment of directors.

• Devise a policy on board diversity.

• Recommend to the board appointment of key managerial personnel (“KMP” as defined by the Act) and executive team members of the Company (as defined by this committee).

• Carry out evaluation of every director’s performance and support the board and independent directors in evaluation of the performance of the board, its committees and individual directors.

• This shall include “formulation of criteria for evaluation of independent directors and the board”.


27

• Recommend to the board the remuneration policy for directors, executive team or key managerial personnel.

• To review the overall compensation policy and remuneration payable to Managing / Wholetime Directors and Key Managerial Personnel.

• To make recommendations to the Board of Directors on the increments in the remuneration of the Directors and Key Managerial Personnel.

• Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter.

(iii) Meeting and Attendance during the year:

The Nomination and Remuneration Committee met once during the year as per details given below.

Sr. No.

Date Strength No. of Members Present

1 29.05.2015 3 2

Mr. B. Moradian and Dr. M. C. Agarwal attended the meeting.

(iv) The Company does not have any employee stock option scheme.

(D) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

(i) Composition:

Pursuant to the provisions of the Section 135 of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility Committee on 29th May, 2014. Mrs. Sarita Garware Ramsay is the Chairperson and Mr. B. Moradian and Dr. M. C. Agarwal are the other two members of the Committee.

Mr. Nimesh S. Shah acts as a Secretary to the Committee.

The Company formulated CSR Policy, which is uploaded on the website of the Company www.garwarepoly.com

(ii) Terms of Reference:

The Committee is inter-alia authorized to formulate and recommend to the Board a CSR Policy, the amount of expenditure to be incurred on the permissible activities as prescribed under Schedule VII of the Companies Act, 2013. The Committee shall be responsible for monitoring the CSR Policy.

(iii) Meeting and Attendance during the year:

During the year Corporate Social Responsibility Committee met once on February 09, 2016. The necessary quorum was present at the meeting. Mrs. Sarita Garware Ramsay – Chairperson of the Committee and Mr. B. Moradian and Dr. M. C. Agarwal, Members of the Committee were present at the Meeting.

(E) RISK MANAGEMENT COMMITTEE As per the requirements of Regulation 21 of the Listing

Regulations, your Company has constituted a Risk Management Committee to oversee the risk management efforts in your Company.

Risk Management Committee reviews the process of risk management in your Company.

Audit Committee is also made responsible for overseeing, monitoring and implementation of policies related to Vigil Mechanism and Business Risk Management.

(F) INDEPENDENT DIRECTORS’ MEETING During the year under review, the Independent Directors met

on 09th February, 2016, inter-alia, to discuss:

Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.

Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Mr. T. M. Parikh, Mr. B. Moradian, Mr. Ramesh P. Makhija, Dr. M. C. Agarwal, and Mr. Nilesh R. Doshi, Independent Directors were present for this meeting.

III. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

(A) Remuneration to Non- Executive Directors The Non-Executive Directors are paid remuneration by way

of Sitting Fees. The Non-Executive Directors are paid sitting fees for each meeting of the Board or Committee of Directors attended by them. The total amount of sitting fees paid during the Financial Year 2015-16 was Rs. 3,52,000/-. The Non- Executive Independent Directors do not have any material pecuniary relationship of transactions with the Company.

(B) Remuneration to Executive Director The appointment and remuneration of Executive Directors

including Chairman and Managing Director and Whole-time Director is governed by the recommendation of the Nomination and Remuneration Committee, resolutions passed by the Board of Directors and shareholders of the Company. The remuneration package of Chairman and Managing Director and Whole-time Directors comprises of salary, perquisites, allowances and contributions to Provident and other Retirement Benefits Funds as approved by the shareholders at the General Meetings.

The remuneration of the Board members is also based on the Company’s size, its economic and financial position, industrial trends and compensation paid by peer companies. Compensation reflects each Board member’s responsibility and performance. The remuneration to Managing Director, Joint Managing Directors and Director-Technical are paid as per the Agreements entered into between them and the Company. Wherever necessary, Company seeks approval of Central Government for their remuneration.


28

(C) DETAILS OF REMUNERATION PAID TO DIRECTORS FOR THE YEAR ENDED MARCH 31, 2016.

(i) For Non-Executive Directors: Details of sitting fees paid to Non-Executive Directors during

Financial Year 2015-16.

(Amount in `)

Names Board Meeting

Audit Committee Meeting

Share Transaction Cum Investor Grievance Committee Meeting

Nomination & Remuneration Committee Meeting

Corporate Social Responsibility CommitteeMeeting

Independent Directors Committee Meeting

Mrs. S. S. Garware 20,000/- - - - - -Ms. Sonia Garware 20,000/- - - - - -Mr. B. Moradian 20,000/- 4,000/- 20,000/- 2,000/- 2,000/- 10,000/-Dr. M. C. Agarwal 40,000/- 8,000/- 42,000/- 2,000/- 2,000/- 10,000/-Mr. N. P. Chapalgaonkar

10,000/- - - - - -

Mr. Ramesh P. Makhija

40,000/- - - - - 10,000/-

Mr. T. M. Parikh 20,000/- 4,000/- - - - 10,000/-Mr. Nilesh R. Doshi 40,000/- 6,000/- - - - 10,000/-TOTAL 2,10,000/- 22,000/- 62,000/- 4,000/- 4,000/- 50,000/-

Except as above, the non-executive directors have not other pecuniary interest in the Company, as disclosed to us.

(ii) For Executive Directors: The aggregate remuneration paid to Executive Directors

for the year ended 31st March, 2016 is as under:(` In Lakhs)

Names Salary Perquisites &

Allowances

Retirement Benefits

Perfor-mance linked Bonus

Stock Option

Shri S. B. Garware 237.50 118.40 93.29 NIL NILMrs. Monika Garware Modi

151.80 40.21 38.22 NIL NIL

Mrs. Sarita Garware Ramsay

138.60 33.40 26.89 NIL NIL

Mr. M. S. Adsul 36.00 0.40 0.00 NIL NIL Certain Executive Directors (whole time directors)

are covered under the Company’s gratuity and leave encashment schemes along with other employees/directors of the Company. These liabilities are determined for all employees/directors by an independent actuarial valuation.

Service contract in respect of Managing Director, Joint Managing Directors and Director-Technical is for five years.

(D) PERFORMANCE EVALUATION Pursuant to the provisions of the Companies Act, 2013

and the Listing Regulation, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees.

The performance evaluation of the Chairman and Managing Director and the Non-Independent Directors was carried out by the Independent Directors. The Directors express their satisfaction with the evaluation process.

IV. DISCLOSURES(A) Compliances with Governance Framework

(i) The Company is in compliance with all mandatory requirement of Listing Regulations.

(ii) All the transactions entered into with the Related Parties as defined under the Companies Act, 2013 and the Regulation 23 of Listing Regulations during the financial year were in the ordinary course of business and at an arm’s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year. Related party transactions have been disclosed in the note 33 under of significant accounting policies and notes forming part of the financial statements in accordance with ‘Accounting Standard-18’. A statement in summary form of transactions with related parties in the ordinary course of business and at an arm’s length basis is periodically placed before the Audit Committee for the review and recommendation to the Board for their approval.

As required under Listing Regulation, the Company has formulated a policy on dealing with Related Party Transactions. The Policy is available on the website of the Company www.garwarepoly.com

(iii) None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arm’s length basis or fair value.

(iv) No penalties/strictures have been imposed on the Company by Stock Exchange or SEBI or other authority on any matter related to capital markets, during last three years.

(v) In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 The significant accounting policies which are consistently applied are set out in the Notes to Financial Statements.

(vi) The company recognizes the “Risk Management” as an integrated, forward-looking process oriented approach for managing “Enterprise Wide Risks”. The Company has in place a mechanism to inform the board about the risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of properly defined frame work.

(vii) Adoption of non-mandatory requirements of Listing Regulations is being reviewed by the Board from time-to-time.

(B) Code of Conduct The Board has formulated a code of conduct for the Board

Members and Senior Management Personnel of the Company. All the Board Members and Senior Management Personnel have affirmed their compliance with the code for the financial year ended 31st March, 2016. A Declaration to this effect signed by the Chairman of the Company is given elsewhere in the Annual Report.


29

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Company Secretary is responsible for implementation of the Code.

All Directors of the Board and the designated employees have confirmed compliance with the code.

The Company has adopted new ‘Code of Fair Disclosure Conduct’ and ‘Code for prevention of Insider Trading’ for regulating, monitoring and reporting of trading by Insider as stated under SEBI (Prohibition of Insider Trading) Regulation 2015. Pursuant to provision of Regulation 8 and 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation 2015 (“Insider Regulations”), a code of Practices and Procedures for fair disclosure of unpublished price sensitive information of the Company (The Code) has been formulated.

(C) Vigil Mechanism In accordance with Listing Regulation 22 and pursuant to

section 177(9) read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013, the Company has adopted a whistle blower policy, the employees are free to report violations of law, rules, regulations or un-ethical conduct to their immediate superior and that they have not been denied direct access to the Audit Committee. The confidentiality of those reporting/violations is maintained and they are not subjected to any discriminatory practice.

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

The Ethics Helpline can be contacted to report any suspected or confirmed incident of fraud/misconduct on: Email: [email protected]

Telephone No: 0240-2567400.

(D) Subsidiary Companies Your Company does not have any material non-listed Indian

subsidiary company in terms of Regulation 16 of the Listing Regulations. However, the Audit Committee reviews the financial statements of the unlisted foreign subsidiaries of your Company.

V. MEANS OF COMMUNICATION • The unaudited quarterly / half yearly results are announced

within forty-five days of the close of the quarter. The audited annual results are announced within two months from the close of the financial year as per the requirements of the Listing Regulations. The aforesaid financial results are sent to BSE Limited (BSE) where the Company’s securities are listed, immediately after these are approved by the Board. The results are published within forty-eight hours in leading English and Marathi daily newspapers. The audited financial statements form a part of the Annual Report which is sent to the Members well in advance of the Annual General Meeting.

• The Company also informs by way of intimation to BSE all price sensitive matters or such other matters, which in its opinion are material and of relevance to the members and subsequently issues a Press Release in regard to the same.

• In Compliance with Listing Regulations and other rules and regulations issued by the SEBI, the quarterly results, shareholding pattern, quarterly compliances and all other corporate communication to the Stock Exchange viz. BSE Limited is filed electronically on BSE’s online portal. The Company has complied with filing submissions through BSE’s Online Portal (Listing Centre).

• The Board of Directors of the Company approves and takes on record the unaudited quarterly financial results in the format prescribed by the Stock Exchange, and discloses the said financial results to the Bombay Stock Exchange Limited, where the shares of the Company are listed.

• Further, the said results in the prescribed format are published in the leading newspapers.

Periodic information relating to shareholding pattern and quarterly financial results are also made available on the Company’s web-site immediately after the conclusion of respective Board Meeting. The Company’s website is: www. garwarepoly.com

• Report on Management Discussion and Analysis forms part of this Annual Report.

VI. GENERAL SHAREHOLDER INFORMATION(i) Annual General Meeting Date, time and venue:

Wednesday, September 21, 2016 at 11.30 a.m. at the Registered Office of the Company - Naigaon, Post Waluj, Aurangabad - 431 133.

(ii) Financial Year : 1st April to 31st March.

(iii) Financial Calendar (tentative)

Financial Year 1st April, 2016 to 31st March, 2017

Unaudited Financial Results for the Quarter ending:1. 30th June 2016;2. 30th September 2016;3. 31st December 2016 and4. 31st March 2017.

Within 45/60 days from the end of reporting quarter.

Annual General Meeting for year ending - 31st March 2017.

Before the end of September 2017.

Date of Book Closure for the current financial year

14th September, 2016 to 21st September, 2016.

Email address for Investor Complaints

[email protected] and [email protected]

(iv) Listing on Stock Exchange• Shares of the Company are listed on the Bombay

Stock Exchange (BSE Ltd.), Mumbai, under Stock Code No.500655.

• ISIN No. for dematerialised shares is INE 291A01017.

• The Company has paid Annual Listing Fees for the year 2016- 17 to the above Stock Exchange.

• The Company has paid custodial charges to National Securities Depository Limited and Central Depository Services (India) Limited.


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(v) Share price Data on The Stock Exchange, Mumbai

Share Price Data BSE SensexMonth High (`) Low (`) High LowApril 2015 121.30 90.10 29,094.61 26,897.54May 2015 125.90 99.00 28,071.16 26,423.99June 2015 118.20 103.00 27,968.75 26,307.07July 2015 139.70 114.40 28,578.33 27,416.39August 2015 158.00 105.20 28,417.59 25,298.42September 2015 122.60 103.50 26,471.82 24,833.54October 2015 152.00 110.40 27,618.14 26,168.71November 2015 142.90 116.00 26,824.30 25,451.42December 2015 153.90 118.00 26,256.42 24,867.73January 2016 136.00 102.60 26,197.27 23,839.76February 2016 120.00 84.10 25,002.32 22,494.61March 2016 112.00 88.20 25,479.62 23,133.18

(vi) Performance of Share Price in comparison to the BSE Indices

(vii) Registrars and Share Transfer Agents Link Intime India Private Limited, C-13, Pannalal Silk Mill Compound, L.B.S. Marg, Bhandup (West), Mumbai – 400 078. Tel. No.: 022 - 25946970 Fax No.: 022 - 25946969 e-mail : [email protected] Contact Person: Mr. Mahesh Masurkar

(viii) Share Transfer System The Share Transfer requests received in physical form

are registered and transferred within 15 days from the date of lodgement by the Registrars and Share Transfer Agents if the same are valid and complete in all respects and thereafter the same are duly approved by Stake-holders Relationship Committee. Since the Company’s shares are compulsorily traded in demat segment on the Stock Exchange, Mumbai, bulk of the transfers takes place in electronic form.

(ix) Categories of shareholding as on 31st March, 2016.

Sr. No.

Category No. of shares held

%shareholding

1 Promoters (Shri S. B. Garware, family and Associates)

1,40,74,010 60.36

2 Mutual Funds and UTI 15,076 0.063 Banks, Financial Institutions,

Insurance Companies (Central / State Govt. Institutions / Non-Govt. Institutions)

8,57,261 3.68

4 Private Corporate Bodies 10,53,274 4.525 Foreign Institutional Investors 2,355 0.01

Sr. No.

Category No. of shares held

%shareholding

6 NRIs 1,62,242 0.697 Indian Public 71,50,932 30.68

Grand Total 2,33,15,150 100.00(x) Distribution of Shareholdings as on 31st March, 2016

No. of Shares held

No. ofShare-

holders

% of Share-

holders

No. of Shares

% of Share-

holding1 to 500 28726 96.95 2392274 10.26501 to 1000 460 1.55 357221 1.531001 to 2000 220 0.74 339418 1.462001 to 3000 67 0.23 166699 0.713001 to 4000 24 0.08 85262 0.364001 to 5000 21 0.07 99888 0.435001 to 10000 40 0.14 302968 1.3010001 and above 71 0.24 19571420 83.95Total 29629 100 23315150 100

(xi) Dematerialisation of Shares and Liquidity Company’s shares are available for dematerialisation

on both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), for which purpose the Company has entered into Agreements with the respective Institutions. The Shares of the Company are compulsorily to be delivered in the demat form to the Stock Exchanges by all investors. Nearly 94.56% of the equity shares of the Company have been dematerialised by investors and bulk of transfers take place in the demat form.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As stipulated by SEBI, a qualified Practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit is carried out every quarter and the report thereon is submitted to the Bombay Stock Exchange Limited where the Company’s shares are listed. The audit confirms that total Listed and Paid-up Capital is in the agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.

Top 10 Shareholders as on March 31, 2016 other than Promoter/ Promoter Group.

S r . No.

Name of the Shareholder No. of Shares

held

% of Holding

1. Minal B. Patel 1164167 4.992. Life Insurance Corporation of India 853756 3.663. Hardik Bharat Patel 643406 2.764. Pat Financial Consultants Pvt. Ltd. 327068 1.405. Ruchit Bharat Patel 307178 1.326. Dalal & Broacha Stock Broking Pvt. Ltd. 271836 1.177. Nedhi Goel 153083 0.668. Garware Wall Ropes Ltd. 146350 0.639. Ramesh Bhalchandra Garware 100200 0.4310. Nilima Upendra Mehta 98576 0.42


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(xii) Outstanding GDRs / ADRs / Warrants or any convertible instruments and conversion date and likely impact on equity: Not Applicable

(xii) Plants Locations: Waluj, Chikalthana and Nasik.

(xiv) Address for Correspondence: Garware Polyester Limited, Garware House, 50-A, Swami Nityanand Marg, Vile Parle (East), Mumbai-400 057. Tel No: 022-6698 8000 – 15 Fax No: 022-2824 8155 / 66 e-mail: [email protected]

(xv) Reappointment / Appointment of Directors Information on directors retiring by rotation and

directors seeking re-appointment, subject to members approval at the ensuing Annual General Meeting is provided in the Notice.

(xvi) CMD/CFO CERTIFICATION The Chairman & Managing Director and Chief Financial

Officer of the Company give annual certification on financial reporting and internal controls to the Board as required under Regulation 17 of the Listing Regulations. The Chief Financial Officer also gives quarterly certification on financial results while placing the financial results before the Board in terms of Listing Regulation.

(xvii) Information on General Body Meetings Details of the last three (3) Annual General Meetings

(AGM) held by the Company are as under:

Date Venue Time56th AGM 26.09.2013

Registered Office: Naigaon, post Waluj, Aurangabad-431133

11.30 a.m.57th AGM 25.09.2014 11.30 a.m.58th AGM 29.09.2015 11.30 a.m.

The following are the Special Resolutions passed at the Annual General Meetings held in the last 3 years:

Date of Meeting

Summary of Resolution

September 29th, 2015

1) Adoption of new set of Articles of Association.

2) Loan and Investment by the Company.September 25th, 2014

1) Re-appointment and payment of remuneration to Shri S. B. Garware – Chairman and Managing Director of the Company.

2) Variation in payment of remuneration to Mrs. Monika Garware Modi – Vice Chair Person and Jt. Managing Director of the Company.

3) Variation in payment of remuneration to Mrs. Sarita Garware Ramsay – Jt. Managing Director of the Company.

4) Variation in payment of remuneration to Ms. Sonia Garware – Jt. Managing Director of the Company.

September 26th, 2013

1) Appointment of auditors.2) Re-appointment & payment of

remuneration to Mrs. Monika Garware Modi – Jt. Managing Director of the Company.

3) Re-appointment & payment of remuneration to Mrs. Sarita Garware Ramsay – Jt. Managing Director of the Company.

4) Revision in payment of remuneration to Ms. Sonia Garware – Jt. Managing Director of the Company.

5) Re-appointment & payment of remuneration to Mr. M. S. Adsul as Whole-time Director.

All resolutions moved at the previous Annual General Meeting were passed by show of hands by the requisite majority of shareholders.

Postal Ballot During the year under review, no resolution has been passed

through the exercise of Postal Ballot.


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PRACTICING COMPANY SECRETARY’S CERTIFICATE ON CORPORATE GOVERNANCE

TO THE MEMBERS OF GARWARE POLYESTER LIMITED

I have examined the compliance of conditions of Corporate Governance by GARWARE POLYESTER LIMITED (the Company) for the year ended 31st March 2016, as stipulated in Clause 49 of the Listing Agreement and regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations 2015 pursuant to the Listing Agreement entered into by the Company with the Bombay Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the management. My examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the Company.

In my opinion and to the best of my information and according to the explanations given to me and the representations made by the Directors and the Management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement and regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations 2015 pursuant to the Listing Agreement entered into by the Company with the BSE.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

ABBAS LAKDAWALLAPlace: Mumbai Practicing Company SecretaryDate: July 15, 2016 FCS 2988

CP 4052

Declaration of Compliance with the Code of Conduct

I hereby confirm that:

the Company has obtained from all the members of the Board and Senior Management Personnel, affirmation(s) that they have complied with the Code of Conduct for Board Members and Senior Management Personnel in respect of the financial year ended 31st March, 2016.

Place: Mumbai S. B. GarwareDate: August 10, 2016 Chairman & Managing Director

Chairman and Managing Director (CMD) & Chief Financial Officer (CFO)

Certification

The Board of Directors

Garware Polyester Limited

We hereby certify that on the basis of the review of the financial statements and the cash flow statement for the financial year ended 31st March, 2016 and that to the best of our knowledge and belief:

1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

2. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations;

We hereby certify that, to the best of our knowledge and belief, no transactions entered into during the year by the Company are fraudulent, illegal or violative of the Company’s Code of Conduct.

We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of internal control systems pertaining to financial reporting and have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.

3. We have indicated to the Auditors and the Audit Committee

a) significant changes in internal control over financial reporting during the year;

b) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

c) instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the internal control system over financial reporting.

S. B. Garware Gokul D. NaikChairman & Managing Director Chief Financial Officer

Place: Mumbai Date: August 10, 2016


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ToThe Members,Garware Polyester LimitedNaigaon, Post Waluj,Aurangabad-431133

Dear Sir / Madam,

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good Corporate Governance practice by “Garware Polyester Limited” (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s Books, Papers, Minutes Books, Forms and Returns filed with regulatory authorities and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the financial year ended 31st March, 2016, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place, to the extent and subject to the reporting made hereinafter:

We further report that maintenance of proper and updated Books, Papers, Minutes Books, filing of Forms and Returns with applicable regulatory authorities and maintaining other records is responsibility of management including Key Managerial Personnel’s (KMP) and of the Company. Our responsibility is to verify the content of the documents produced before us, make objective evaluation of the content in respect of compliance and report thereon. We have examined on test basis, the books, papers, minute books, forms and returns filed and other records maintained by the Company and produced before us for the financial year ended 31st March, 2016, according to the provisions of:

(i) The Companies Act, 2013 and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under (to the extent applicable to the Company);

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under restricted to Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, to the extent the same was applicable to the Company;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (up to 14th May, 2015) and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 w.e.f. 15th May, 2015;

FORM NO. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 w.e.f. 01st December, 2015.

(vi) As we have been given to understand that considering activities, there is no specific regulator subject to whose approval company can carry on / continue business operation. We have also in-principally verified systems and mechanism which is in place and followed by the Company to ensure Compliance of other applicable Laws (in addition to the above mentioned Laws (i to v) as applicable to the Company) and we have also relied on the representation made by the Company and its Officers in respect of systems and mechanism formed / followed by the Company for compliances of other applicable Acts, Laws and Regulations and found the satisfactory operation of the same.

We have also examined compliance with the applicable clauses of the following:

(1) Secretarial Standards issued by the Institute of Company Secretaries of India under the provisions of Companies Act, 2013 w.e.f. 01st July, 2015.

(2) The Listing Agreements entered into by the Company with Stock Exchange(s) (Including Provisions of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015).

We further Report that, during the year, it was not mandatory on the part of the Company to comply with the following Regulations/Guidelines as covered under MR-3

(a) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(d) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

Based on the above said information provided by the Company, we report that during the financial year under report, the Company has substantially complied with the provisions of the above mentioned Act/s including the applicable provisions of the Companies Act, 2013 and Rules, Regulations, Guidelines, Standards etc. mentioned above and we have no material observation of instances of non-compliance in respect of the same.


34

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

We also report that adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a reasonable system exists for Board Members for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through and proper system is in place which facilitates / ensure to capture and record, the dissenting member’s views, if any, as part of the minutes.

Based on the representation made by the Company and its Officers explaining us in respect of internal systems and mechanism established by the Company which ensures compliances of other Acts, Laws and Regulations applicable to the Company, we report that there are

adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the year under report, the Company has not undertaken any major event / action having a material bearing on the Company’s statutory compliance and affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

Note : This Report is to be read along with attached Letter provided as “Annexure - A”

Signature: Sd/-

Name: Nilesh Shah

For: Nilesh Shah & Associates FCS : 4554 C.P. : 2631Date: July 11, 2016Place: Mumbai

‘ANNEXURE A’ToThe Members,Garware Polyester LimitedNaigaon, Post Waluj,Aurangabad-431133

Dear Sir / Madam,

Sub : Our Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis (by verifying records as was made available to us) to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company and we rely on Auditors Independent Assessment on the same.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of process followed by Company to ensure adequate Compliance.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Signature: Sd/-

Name: Nilesh Shah

For: Nilesh Shah & Associates FCS : 4554 C.P. : 2631Date: July 11, 2016Place: Mumbai


35

INDEPENDENT AUDITOR’S REPORTTO THE MEMBERS OF GARWARE POLYESTER LIMITEDReport on the Standalone Financial StatementsWe have audited the accompanying standalone financial statements of Garware Polyester Limited (“the Company”), which comprise the Balance Sheet as at 31st March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated the Returns for the year ended on that date audited by the branch auditors of the Company’s branch at London (United Kingdom).Management’s Responsibility for the Standalone Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.Auditor’s ResponsibilityOur responsibility is to express an opinion on these standalone financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2016, and its profit and its cash flows for the year ended on that date.Other MatterWe did not audit the financial statement of one branch included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs.36.45 Lakhs as at 31st March 2016 and total revenues of Rs. NIL Lakhs for the year ended on that date,

as considered in the standalone financial statements. The financial statements of this branch has been audited by the branch auditor whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of this branch, is based solely on the report of such branch auditor.Our Opinion is not modified in respect of this matter.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2016 (“the

Order”) issued by the Central Government of India in terms of sub-Section (11) of Section143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:a) We have sought and obtained all the information and

explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purpose of our audit have been received from the branch not visited by us;

c) The reports on the accounts of the branch office of the Company audited under section 143(8) of the Act by branch auditor have been send to us and have been properly dealt with by us in preparing this report;

d) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branch not visited by us;

e) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

f) On the basis of written representations received from the Directors as on 31st March 2016, taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2016, from being appointed as a director in terms of Section 164(2) of the Act;

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:(i) The company has disclosed the impact of pending

litigations on its financial position in its standalone financial statements (Refer Note No. 35 to the Standalone Financial Statements)

(ii) The company has made provision, as required under the applicable law or accounting standards, for the material foreseeable losses, if any, on long-term contracts including derivative contracts (Refer Note No.37 to the Standalone Financial Statements)

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For Manubhai & Shah LLP For Kirtane & Pandit LLPChartered Accountants Chartered AccountantsFRN: 106041W/ W100136 FRN: 105215W/W100057

P. N. Shah Suhas DeshpandePartner PartnerMembership No. 001738 Membership No. 031787

Place: Mumbai Place: MumbaiDate: 25th May 2016 Date: 25th May 2016


36

Annexure - A to the Independent Auditor’s Report(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets ;

(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three year which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) The Management has conducted physical verification of the inventories at reasonable intervals. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts.

(iii) The Company has not granted secured or unsecured loans, to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public as per the provisions of section 73, 74, 75 and 76 or any other relevant provisions of the Act and the Rules framed there under to the extent notified.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government of India for the maintenance of cost records under section 148(1) of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and based on the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues, as applicable, with the appropriate authorities.

According to the information and explanations given to us and based on the records of the Company examined by us, in our opinion, no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues, as applicable were in arrears as at 31st March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and based on the records of the Company examined by us, the particulars of dues of Income Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty, Value Added Tax, Cess as at 31st March 2016 which have not been deposited on accounts of any disputes are as follows:

Name of the Statue

Nature of Dues

Amount (Rs. in Lakhs)

Financial Year for which amount relates

Forum where the dispute is pending

Income Tax Act, 1961

Income Tax 3.57 2007-08 Income Tax Appellate Tribunal

Income Tax Act, 1961

Income Tax 5.85 2011-12 Assistant Commissioner

Central Excise Act, 1944

Excise Duty 38.87 1994-95 and 2001-02

Central Excise and Service Tax Appellate Tribunal


Excise Duty 4.92 2006-07 High Court


Service Tax 5.08 2015-16 Dy Commissioner (Audit), Central Excise, Customs & Service Tax

(viii) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution, bank or government as at the balance sheet date.

(ix) In our opinion, and according to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. The term loans have been applied for the purposes for which they were obtained.

(x) According to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration during the year in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act 2013. (Refer note 29 of the financial statements).

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliances with section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with its directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Manubhai & Shah LLP For Kirtane & Pandit LLPChartered Accountants Chartered AccountantsFRN: 106041W/ W100136 FRN: 105215W/W100057

P. N. Shah Suhas DeshpandePartner PartnerMembership No. 001738 Membership No. 031787

Place: Mumbai Place: MumbaiDate: 25th May 2016 Date: 25th May 2016


37

We have audited the internal financial controls over financial reporting of Garware Polyester Limited (“the Company”) as of 31st March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly

Annexure - B to the Independent Auditor’s ReportReport on the Internal Financial Controls over Financial Reporting under Clause (i) of

Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For Manubhai & Shah LLP For Kirtane & Pandit LLP Chartered Accountants Chartered Accountants FRN: 106041W/ W100136 FRN: 105215W/W100057

P. N. Shah Suhas Deshpande Partner Partner Membership No. 001738 Membership No. 031787

Place: Mumbai Place: Mumbai Date: 25th May, 2016 Date: 25th May, 2016


38

BALANCE SHEET AS AT 31ST MARCH, 2016

As per our report of even date As per our report of even date For and on behalf of the Board of Directors

For Manubhai & Shah LLP Chartered Accountants (Firm’s Registration No.: 106041W/W100136)

For Kirtane & Pandit LLP Chartered Accountants (Firm’s Registration No.: 105215W/W100057)

S. B. GARWARE Chairman & Managing Director

M. S. ADSUL Director (Technical)

P. N. SHAH Partner M.No.: 001738

SUHAS DESHPANDEManaging Partner M.No.: 031787

T. M. PARIKH Director

NIMESH S. SHAH Company Secretary & Vice-President (Legal)

Mumbai, 25th May, 2016 Mumbai, 25th May, 2016GOKUL D. NAIK Chief Financial Officer

Note As at 31.03.2016 As at 31.03.2015 Rs. in Lakhs Rs. in Lakhs

EQUITY AND LIABILITIESSHAREHOLDERS' FUNDS

Share Capital 2 2,325.31 2,325.31Reserves and Surplus 3 56,116.81 54,378.13

58,442.12 56,703.44NON-CURRENT LIABILITIES

Long Term Borrowings 4 3,470.66 6,062.81Deferred Tax Liabilities (Net) 5 4,043.70 3,162.81Long Term Provisions 9 500.13 497.78

8,014.49 9,723.40CURRENT LIABILITIES

Short Term Borrowings 6 24,607.48 26,752.37Trade Payables 7a. Total outstanding dues of micro enterprises and small enterprises 292.60 374.81b. Total outstanding dues of creditors other than micro enterprises and

small enterprises 4,096.69 4,151.77Other Current Liabilities 8 4,077.65 4,495.58Short Term Provisions 9 1,329.41 959.21

34,403.83 36,733.74TOTAL 100,860.44 103,160.58

ASSETSNON-CURRENT ASSETS

Fixed Assets:Tangible Assets 10 64,690.53 64,814.27Intangible Assets 10 40.93 61.45Capital Work-in-Progress 10 518.47 1,070.49

65,249.93 65,946.21Non-Current Investments 11 206.13 206.13Long Term Loans and Advances 12 9,068.07 8,846.02

CURRENT ASSETSInventories 13 13,143.11 13,370.96Trade Receivables 14 4,456.95 4,811.32Cash and Bank Balances 15 4,995.90 5,243.93Short Term Loans and Advances 12 3,355.09 4,261.47Other Current Assets 16 385.26 474.54

26,336.31 28,162.22

TOTAL 100,860.44 103,160.58

Notes forming part of the financial statements 1 to 43


39

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016

Note 2015-16 2014-15

Rs. in Lakhs Rs. in Lakhs

INCOME:

Revenue from Operations (Gross including Excise Duty) 17 88,762.33 93,437.86

Less: Excise Duty 4,546.33 4,758.49

Revenue from Operations (Net) 84,216.00 88,679.37

Other Income 18 606.68 2,657.69

Total Revenue 84,822.68 91,337.06

EXPENDITURE:

Cost of Raw Materials Consumed 19 45,208.24 53,237.18

Changes in Inventories of Finished Goods, Work-in-Progress & Traded Goods

20 (536.15) 360.90

Employee Benefits Expense 21 7,167.13 6,426.22

Other Expenses 22 24,472.40 22,789.68

Total Expenses 76,311.62 82,813.98

Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)

8,511.06 8,523.08

Depreciation & Amortization Expenses 10 1,684.29 1,508.15

Finance Cost 24 4,293.34 4,364.22

Profit before Tax 2,533.43 2,650.71

Tax Expenses

Current Tax 521.00 489.11

(Excess) / Short Provision of Tax of earlier years (31.71) 36.66

Less: Mat Credit Entitlement includes Rs. 54.43 Lakhs of Previous Year (Previous Year Rs. (28.10) Lakhs)

(575.43) (457.91)

Deferred Tax 5 880.89 849.34

Total Tax Expenses 794.75 917.20

Profit for the year 1,738.68 1,733.51

Earnings Per Share - Basic & Diluted (Rupees) (Face Value of Rs. 10/- each) Refer Note No. 25 7.46 7.44













40

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016 Year ended Year ended 31.03.2016 31.03.2015

Rs. in Lakhs Rs. in LakhsA. Cash Flow from Operating Activities:

Net Profit before tax as per Statement of Profit and Loss 2,533.43 2,650.71Adjustments to reconcile profit before tax to cash provided by Operating ActivitiesAdd: Depreciation 1,684.29 1,508.15

Finance Cost 4,293.34 4,364.22Provision for Leave & Gratuity Provision 459.48 352.61Subtotal 6,437.11 6,224.98Total 8,970.54 8,875.69

Less: Interest Income 422.98 682.69Gain on Exchange Rate Fluctuations 10.89 33.02Profit on Sale of Fixed Assets 14.75 113.20Profit on Sale of Investment 67.15 36.71Dividend received / Income from Investment 12.86 10.93One Time Settlement (OTS) on Redemption of Preference Shares 0.00 1,446.00Sundry balances Written Back (Net) 79.14 199.94

607.77 2,522.49Operating profit before working capital changes 8,362.77 6,353.20Adjustments for:Trade Receivables 351.69 1,315.77Inventories 227.85 1,184.79Trade and Other Payables (137.74) (157.31)Loans and Advances 1,296.07 826.50Cash generated from Operations 10,100.64 9,522.95Direct Taxes Refund / (Paid) (Net) (418.81) (732.05)Net Cash Inflow / (outflow) from operating activities 9,681.83 8,790.90

B. Cash Flow from Investing Activities:Purchase of Fixed Assets (964.46) (2,998.56)Proceeds from Sale of Fixed Assets 14.75 133.21Interest Received 405.47 752.14Proceeds from Sale of Investments 67.15 37.52Dividend Received / Income from Investment 12.86 10.93Net cash inflow / (outflow) from investing activities (464.23) (2,064.76)

C. Cash Flow from Financing Activities:Interest / Financial Charges (4,293.34) (4,364.22)Proceeds from Long Term Borrowings 9.03 1,776.11(Repayments) of Long Term Borrowings (3,079.17) (3,274.69)Redemption of Preference Shares 0.00 (4000.00)Proceeds (Repayment) from Short Term Borrowings (Net) (2,101.90) (745.11)Dividend / Unclaimed Dividend paid including Dividend Distribution Tax (0.25) (0.33)Net cash inflow / (outflow) from financing activities (9,465.63) (10,608.24)Net increase / (decrease) in cash and cash equivalents (248.03) (3,882.10)Cash and Cash Equivalents as at OpeningCash and Bank Balances 5,243.93 9,126.03Cash and Cash Equivalents as at ClosingCash and Bank Balances 4,995.90 5,243.93

(248.03) (3,882.10)












41

1. SIGNIFICANT ACCOUNTING POLICIESA. Basis of presentation of Financial Statements The financial statements are prepared under the historical cost convention modified by revaluation of fixed assets in accordance with the

prescribed Accounting Standards under Section 133 of the Companies Act, 2013 (‘the Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act on accrual basis. The accounting policies have been consistently applied by the company and are consistent with those used in the previous year.

B. Use of Estimates The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities

on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could results in the outcomes different from the estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognised prospectively in the current and future periods.

C. Fixed Assets and Depreciation / Amortization Fixed Assets are stated at cost net of MODVAT / CENVAT and includes amounts added on revaluation, less accumulated depreciation. Cost

comprises of the purchase price and any directly attributable cost of bringing the assets to working condition for its intended use including interest and other incidental and trial run expenses up to the date of commercial production. Surplus on revaluation of assets is credited to Capital / Revaluation Reserve.

Depreciation / Amortization:i) Tangible Assets: Depreciation on Tangible assets is provided as per useful life specified in Part C of Schedule II of the Companies Act, 2013. No write-off is being made in respect of leasehold land.ii) Intangible Assets: Intangible assets are stated at the cost of acquisition or construction less accumulated amortization and impairment losses if any. Intangible

assets are amortized over their estimated useful economic life. Computer softwares are depreciated over the period of 5 years.D. Impairment of Assets Impairment loss, if any, is provided to the extent, the carrying amount of assets exceeds their recoverable amount. Recoverable amount is higher

of an asset’s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.

After impairment, depreciation /amortization is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However, the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation / amortization if there was no impairment.

E. Investments Investments are considered as non-current investments and are stated at cost of acquisition. Market value of Quoted Investments at the date

of the Balance Sheet is disclosed. Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary in the opinion of the Management. On disposal of an investment, the difference between the carrying value and the net disposal proceeds is recognised in the statement of profit and loss.

F. Inventoriesi) Raw Materials and Packing Materials are valued at the lower of cost and net realizable value. Cost is determined on a moving weighted

average basis. Cost includes the cost of purchase and other expenses directly attributable to their acquisition but excludes duties & taxes, which are subsequently recoverable from the taxing authorities.

ii) Stores and Spares are valued at cost computed on a moving weighted average basis. Cost includes the cost of purchase and other expenses directly attributable to their acquisition but excludes duties and taxes that are subsequently recoverable from the taxing authorities.

iii) Semi-finished goods including those held for captive consumption is valued at factory cost including depreciation.iv) Finished goods are valued at the lower of cost and net realizable value. Cost includes direct material & labour cost and a proportion of

manufacturing overheads.v) Purchases of finished goods are valued at the lower of cost and net realizable value.

G. Cash and Cash equivalents Cash and cash equivalents for the purpose of cash flows statement comprise cash in hand, cash at bank, demand deposits with banks and other

short term highly liquid investments / deposits with an original maturity of three months or less.H. Foreign Currency Transactions

i) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction or that approximates the actual rate at the date of the transaction.

ii) Monetary items denominated in foreign currencies at the year-end are restated at year-end rates. In case of items which are covered by forward exchange contracts, the difference between the year-end rate and rate on the date of the contract is recognized as exchange difference and the premium paid on forward contracts is recognized over the life of the contract.

iii) Non-monetary foreign currency items are carried at cost.iv) In respect of branch, which is integral foreign operations, all transactions are translated at rates prevailing on the date of transactions or that

approximates the actual rate at the date of transactions. Branch monetary assets and liabilities are restated at the year-end rates.


42

v) The company has opted for accounting exchange rate differences arising on reporting of long term Foreign Currency Monetary Items in line with Companies (Accounting Standard) Amendment Rules, 2009 on Accounting Standard-11 (AS-11) notified by the Govt. of India on March 31, 2009. Accordingly, the effect of exchange differences on Foreign Currency Loans of the company is accounted by addition or deduction to the cost of assets so far it relates to depreciable capital assets and in other cases by charging to statement of profit and loss as gain or loss on account of exchange difference.

vi) Investments in shares of foreign subsidiary company are expressed in Indian Currency at the rate of exchange prevailing at the time when the original investments were made.

I. Duties Excise duty on finished goods and custom duty on imported materials has been accounted on the basis of payments made in respect of goods

cleared as also provision made for goods lying in Bonded Warehouse.J. Employee Benefits

i) Short Term Employee Benefits: All benefits paid / payable wholly within 12 months of rendering the service are classified as short term. Benefits such as salaries, wages,

short-term compensated absences, etc. and the expected cost of bonus, ex-gratia, medical, LTA are recognized undiscounted during the period in which the employee renders the related service and charged to statement of Profit and Loss.

ii) Defined Contribution Plans: Company contributes Provident Fund in accordance with EPF Act, 1952 and ESIC Schemes in accordance with ESIC Act, 1948 under

Government administered schemes, however certain employees are covered under the contributory plans with the trust “Garware Polyester Limited Office Staff & Officers Provident Fund”. Contributions are accounted on accrual / paid basis and charged to the statement of Profit & Loss.

iii) Defined Benefit Plans:a. Liability towards Superannuation and Gratuity are covered by appropriate schemes with Life Insurance Corporation of India on accrual

basis. Gratuity plans are determined by actuarial valuation by using the Projected Unit Credit method.b. Leave encashment benefits are accounted on actuarial valuation basis.

K. Lease Rentals Lease Rentals are accounted on accrual basis over the Lease Term as per the relevant Lease Agreements.L. Research & Development Revenue expenditure on Research and Development is charged out in the accounting year in which it is incurred. Expenditure, which results in

creation of assets, is included in Fixed Assets and depreciation is provided on such assets as applicable.M. Revenue Recognition:

i) Sale of Products Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably

measured are accounted for inclusive of Excise Duty and VAT / Sales Tax (wherever not charged separately), and are net of discounts and returns.

ii) Export Benefits Export entitlements under the Duty Draw Back Scheme / Other Schemes are recognized as income when the right to receive credit as per

the terms of the scheme is established in respect of the exports made and where there is no significant uncertainty regarding the ultimate collection of the relevant export proceeds.

iii) Others Revenue from services is recognised on rendering of services. Dividend income is recognised when the right to receive payment is established. Interest income is recognised on the time proportion basis.

N. Taxationi) Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between taxable income

and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.ii) Current tax is determined as the amount of tax payable in respect of taxable income for the period. The credit is taken as per entitlement for

the tax liability provided under MAT based on taxable income as per the provisions of Income Tax Act, 1961.O. Borrowing Cost Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A

qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to Profit and Loss Account.

P. Measurement of EBITDA The company has elected to present Earnings before Interest (Finance Cost), Tax, Depreciation and Amortization (EBITDA) as a separate line

item on the face of the Statement of Profit and Loss for the year. The company measures EBITDA on the basis of Profit / (Loss) from continuing operations.

Q. Provisions, Contingent Liabilities & Contingent Assets Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events

and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

R. Earnings Per Share Earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference

dividend and attributable taxes) by the weighted average number of equity shares outstanding during the year.


43

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016

As at 31.03.2016

As at 31.03.2015

Rs. in Lakhs Rs. in Lakhs2. SHARE CAPITAL

Authorised: 40,000,000 (Previous Year 40,000,000) Equity Shares of Rs. 10/- each 4,000.00 4,000.00

6,000,000 (Previous Year 6,000,000) Preference Shares of Rs. 100/- each 6,000.00 6,000.0010,000.00 10,000.00

Issued, Subscribed and Fully Paid-up: 23,315,150 (Previous Year 23,315,150) Equity Shares of Rs. 10/- each 2,331.52 2,331.52

Less: Unpaid Allotment / Call Money (from Others) 6.21 6.21 2,325.31 2,325.31

0 0.01% Cumulative Redeemable Preference Shares of Rs. 100/- each (Refer Notes below)

0.00 5,446.00

0 Less: Redeemed in the previous the year (Refer Notes below) 0.00 5446.000.00 0.00

TOTAL 2,325.31 2,325.31Out of the above:

254,764 Equity Shares of Rs. 10/- each fully paid-up issued to the shareholders of Garware Chemicals Limited (GCL) as per the scheme of arrangement under Section 391 to 394 of the Companies Act, 1956 on 14th November, 2011 (Previous Year 2,54,764).

Terms / Rights attached to Shares: Equity Shares:

The company has only one class of equity shares having a par value of Rs. 10/- per share. Each equity shareholder is entitled to One Vote per share. The company declares and pays dividends in Indian Rupees. The dividend if and proposed by the board of directors is subject to approval of shareholders in the ensuing Annual General Meeting.As per the Companies Act, 2013, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts in the event of liquidation of the company. The distribution will be in proportion to the number of equity shares held by the shareholder.

Preference Shares:The company has fully redeemed the Preference Shares amounting to Rs. 5,446.00 Lakhs by paying Rs. 4,000.00 Lakhs in the Financial Year 2014-15 as One Time Settlement in full and final payment. The difference of Rs. 1,446.00 Lakhs has been credited in the Statement of Profit and Loss under Other Income in Financial Year 2014-15.

a. Reconciliation of the number of Shares Outstanding at the beginning and at the end of the yearEquity Shares As at 31.03.2016 As at 31.03.2015

No. of Shares Rs. in Lakhs No. of Shares Rs. in LakhsAt the beginning of the year 23,315,150 2,331.52 23,315,150 2,331.52Add: Issued during the year 0 0.00 0 0.00Outstanding at the end of the year 23,315,150 2,331.52 23,315,150 2,331.52

b. Details of Shareholders holding more than 5% Equity Shares in the companyAs at 31.03.2016 As at 31.03.2015

Name of the Shareholder No. of Shares % of Holding No. of Shares % of HoldingS. B. Garware Family Trust 10,592,401 45.43 10,592,401 45.43

Preference Shares As at 31.03.2016 As at 31.03.2015No. of Shares Rs. in Lakhs No. of Shares Rs. in Lakhs

At the beginning of the year 0 0.00 5,446,000 5,446.00Issued during the year 0 0.00 0 0.00Redeemed during the year 0 0.00 5,446,000 5,446.00Outstanding at the end of the year 0 0.00 0 0.00


44


3. RESERVES AND SURPLUS As at 31.03.2016 As at 31.03.2015Capital Reserve: Rs. in Lakhs Rs. in Lakhs

Balance as per last Balance Sheet 4,439.48 4,439.48Capital Redemption Reserve:

Balance as per last Balance Sheet 5,446.00 0.00Add: Transferred from Surplus in the statement of Profit and Loss Account on Redemption of Preference Shares 0.00 5446.00

5,446.00 5446.00Securities Premium Reserve:

Balance as per last Balance Sheet 592.14 592.14Revaluation Reserve:

Balance as per last Balance Sheet 10,105.40 10,105.40General Reserve:

Balance as per last Balance Sheet 6,909.91 6,909.91Surplus in the Statement of Profit and Loss:

Balance as per last Balance Sheet 26,885.20 30,825.84Less: Transferred from Assets whose balance useful life was Nil as per Schedule II of the Companies Act, 2013 (Net of Deferred Tax of Rs. 117.50 Lakhs) 0.00 228.15Less: Transferred to Capital Redemption Reserve on Redemption ofPreference Shares in previous year 0.00 5446.00Add: Profit for the year 1,738.68 1,733.51

28,623.88 26,885.20TOTAL 56,116.81 54,378.13

4. LONG TERM BORROWINGS Non-Current Current As at

31.03.2016 As at

31.03.2015 As at

31.03.2016 As at

31.03.2015 Rs. in Lakhs Rs. in Lakhs Rs. in Lakhs Rs. in Lakhs

Secured LoansTerm Loans:Indian Rupee Loan from banks 2,266.41 4,657.47 2,398.80 2,398.80Foreign Currency Loan from banks 0.00 0.00 0.00 548.67

Fixed Asset Under Finance Lease Obligation 145.33 201.88 57.93 108.24

Unsecured LoansInterest Free Sales Tax / VAT Deferral Loan from SICOM 1,058.92 1,203.46 144.54 0.00

TOTAL 3,470.66 6,062.81 2,601.27 3,055.71

1) Term Loan of Rs. 4,665.21 Lakhs (Previous Year Rs. 7,604.94 Lakhs) are secured by first pari-passu charge on Fixed Assets of the company both present and future except Land and Building at Vile Parle, Mumbai, and also by way of second pari-passu charge on current assets of the company. The loans are repayable in 20 quarterly installments from quarter ended March 2011 till December 2018.

2) Fixed Assets Finances of Rs. 203.26 Lakhs (Previous Year Rs. 310.12 Lakhs) are secured by hypothecation of specific assets. The loans are repayable in 60 monthly / 20 quarterly installments. The installments are payable from December 2011 till January 2020 covering all loans taken at various dates.

3) Deferral Loan from SICOM is payable from April 2016 to April 2026.4) The rate of interest on Rupee Loan @ 12.75% to 14.05% p.a. and on Fixed Assets Loan @ 11.80% to 12.30% p.a.


45


5. DEFERRED TAX LIABILITY (NET) As at 31.03.2016

Rs. in Lakhs

As at 31.03.2015

Rs. in LakhsMajor components of Deferred Tax (Liabilities) / Assets arising onaccount of timing differences as at 31st March, 2016 are as follow:Deferred Tax AssetsDisallowance u/s 43B of the Income Tax Act, 1961 295.15 231.48Unabsorbed Business Losses & Depreciation 531.13 810.27Others 296.15 339.02

(i) 1122.43 1,380.77Less: Deferred Tax LiabilityExcess of Net Block over WDV as per the Income Tax Act, 1961 (ii) 5,166.13 4,543.58Deferred Tax Asset / (Liability) (Net) (i - ii) (4,043.70) (3,162.81)Deferred Tax Asset / (Liability) as per Balance Sheet (Previous Year) (3,162.81) (2,430.97)Deferred Tax Expense / (Income) 880.89 731.84Add: Deferred Tax Expenses pertaining to assets transferred to retained earnings whose balance useful life was Nil as on 01.04.2014 as per Schedule II of the Companies Act, 2013 0.00 117.50Deferred Tax Expense / (Income) recognised in Profit & Loss 880.89 849.34

6. SHORT TERM BORROWINGS As at 31.03.2016

As at 31.03.2015

Rs. in Lakhs Rs. in LakhsCash / Packing Credit from Banks:

Indian Rupees (Secured) 980.88 194.20Foreign Currency (Secured) 8,728.46 7,139.66

Working Capital Loans 14,898.14 19,418.51TOTAL 24,607.48 26,752.37

a) Cash / Packing Credit Loans are secured by hypothecation of all the current assets including all stocks, book debts etc. of the Company and further secured by a second charge on fixed assets of the company excluding property at Vile Parle.

b) Interest on Working Capital (Rupee) Loans ranges between 10.45% to 16.70% p.a. and Foreign Currency Loans LIBOR + 2.5% to LIBOR + 3.50% p.a.

7. TRADE PAYABLES As at 31.03.2016

As at 31.03.2015


Due to Micro, Small & Medium Enterprises (Refer Note No. 36) 292.60 374.81Others 4,096.69 4,151.77

TOTAL 4,389.29 4,526.58

8. OTHER CURRENT LIABILITIES As at 31.03.2016

As at 31.03.2015


Current maturities of Long Term Borrowing (Refer Note No. 4) 2,601.27 3,055.71Unclaimed Dividend # 66.46 66.71Deposit & Advances from Customers & Vendors 763.60 756.62Creditors for Capital Expenditure 153.81 164.20Payable to Employees 126.24 54.19Statutory Liabilities 239.07 202.10Provision For Expenses 127.20 196.05

TOTAL 4,077.65 4,495.58

# These Figures do not include any amount due and outstanding to be credited to the Investor Education and Protection Fund.


46


9. PROVISIONS Long Term Short Term As at

31.03.2016 As at

31.03.2015 As at

31.03.2016 As at

31.03.2015 Rs. in Lakhs Rs. in Lakhs Rs. in Lakhs Rs. in Lakhs

Provisions for Employee Benefits: (Refer Note No. 27)Provision for Gratuity 0.00 0.00 264.87 58.46Provision for Leave Encashment 500.13 497.78 1,064.54 895.08

500.13 497.78 1,329.41 953.54Other Provisions:Provision for Wealth Tax 0.00 0.00 0.00 5.67

0.00 0.00 0.00 5.67TOTAL 500.13 497.78 1,329.41 959.21


47

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(Rs.

in La

khs)

Desc

riptio

n G

ross

Bloc

k D

epre

ciatio

n / A

mor

tisat

ion Im

pairm

ent

Net

Bloc

k A

s at

01.0

4.20

15 A

dditio

ns /

Adjus

tmen

ts du

ring

the

year

Disp

osal/

Tran

sfers

/Ad

justm

ents

durin

g th

e ye

ar

As a

t 31

.03.

2016

Up

to

01.0

4.20

15 C

harg

e fo

r the

ye

ar (a

) T

rans

ferre

d to

Ret

ained

ea

rning

s who

se

balan

ce u

sefu

l life

is N

il (b)

Net

Cha

rge

for t

he ye

ar

(a-b

)

Disp

osal

durin

g th

e ye

ar

Up

to

31.0

3.20

16 A

s at

01.0

4.20

15 A

s at

31.0

3.20

16 A

s at

31.0

3.20

16

TANG

IBLE

ASS

ETS:

Land

(Fre

ehold

) 2

5,47

6.92

25,

476.

920.

000.

000.

00 2

5,47

6.92

Land

(Lea

seho

ld) 6

,740

.94

6,7

40.9

40.

000.

000.

00 6

,740

.94

Build

ings

11,

037.

06 3

60.6

5 1

1,39

7.71

6,1

22.5

9 2

05.2

8 2

05.2

8 6

,327

.87

101

.25

101

.25

4,9

68.5

9Pl

ant &

Mac

hiner

y 8

3,01

5.23

1,0

53.5

2 8

4,06

8.75

47,

532.

18 1

,180

.88

1,1

80.8

8 4

8,71

3.06

8,7

22.5

2 8

,722

.52

26,

633.

17El

ectri

cal In

stalla

tions

3,0

19.0

4 4

.07

96.

51 2

,926

.60

2,9

75.1

8 2

3.09

23.

09 9

6.51

2,9

01.7

6 2

4.84

Mou

lds 2

87.5

4 2

87.5

4 2

87.5

4

2

87.5

4 0

.00

Labo

rato

ry E

quipm

ents

582

.07

57.

81 6

39.8

8 3

59.0

6 4

2.66

42.

66 4

01.7

2 1

0.90

10.9

0 2

27.2

6Fu

rnitu

re &

Fixt

ures

742

.47

13.

50 7

55.9

7 5

38.9

4 2

5.67

25.

67 5

64.6

1 1

91.3

6Of

fice

Equip

men

ts 6

78.3

7 1

3.16

691

.53

590

.20

33.

16 3

3.16

623

.36

68.

17Ve

hicles

258

.65

258

.65

233

.90

5.2

4 5

.24

239

.14

19.

51Ve

hicles

on

Fina

nce

Leas

e 6

67.2

5 6

67.2

5 4

81.8

2 5

0.85

50.

85 5

32.6

7 1

34.5

8Ca

pital

Expe

nditu

re O

n Re

sear

ch &

Dev

elopm

ent

220

.93

13.

65 2

34.5

8 2

18.5

6 1

.42

1.4

2 2

19.9

8 1

4.60

Data

Pro

cess

ing E

quipm

ents

1,4

35.5

5 2

0.24

123

.68

1,3

32.1

1 1

,374

.75

25.

63 2

5.63

123

.68

1,2

76.7

0 5

5.41

Data

Pro

cess

ing E

quipm

ents

on

Fina

nce

Leas

e21

6.64

1.3

9 2

18.0

315

.00

67.

85 6

7.85

82.

85 1

35.1

8

TOTA

L (A

) 13

4,378

.66 1,

537.9

9 22

0.19

135,6

96.46

60,72

9.72

1,66

1.73

0.00

1,66

1.73

220.1

9 62

,171.2

6 8,

834.6

78,8

34.67

64,69

0.53

INTA

NGIB

LE A

SSET

S:So

ftwar

e 2

72.5

2 2

.04

274

.56

211

.07

22.

56 2

2.56

233

.63

40.

93Co

pyrig

hts

157

.46

157

.46

157

.46

0.00

0.00

157

.46

0.00

Expe

nditu

re on

Tec

hnica

l Kn

ow-h

ow / P

rodu

ct De

velop

ment

1,4

30.7

6 1

,430

.76

1,4

30.7

60.

000.

00 1

,430

.76

0.00

Good

will

4,4

00.3

6 4

,400

.36

0.00

0.00

0.00

-44

00.3

644

00.3

60.

00TO

TAL

(B)

6,26

1.10

2.04

0.00

6,26

3.14

1,79

9.29

22.56

0.00

22.56

0.00

1,82

1.85

4,40

0.36

4,40

0.36

40.93

TOTA

L (A

+B)

140,6

39.76

1,54

0.03

220.1

9 14

1,959

.60 62

,529.0

1 1,

684.2

90.0

0 1,

684.2

9 22

0.19

63,99

3.11

13,23

5.03

13,23

5.03

64,73

1.46

Prev

ious Y

ear (

Refe

r Not

e 10

A) 1

30,1

99.3

5 1

0,59

2.97

152

.56

140

,639

.76

60,

807.

76 1

,853

.80

345

.65

1,5

08.1

5 1

32.5

5 6

2,52

9.01

13,

235.

03 1

3,23

5.03

64,

875.

72Ca

pita

l Wor

k-in

-Pro

gres

s (R

efer

Not

e No.

26)

518.4

7

NO

TES

:1.

Fr

eeho

ld L

and

and

Leas

ehol

d La

nd is

reva

lued

on

31st M

arch

, 201

3 w

ith re

fere

nce

to th

e th

en c

urre

nt m

arke

t pric

es, a

mou

nt a

dded

on

reva

luat

ion

is R

s. 1

3,90

0.30

Lak

hs a

nd

Rs.

4,8

55.6

4 La

khs

resp

ectiv

ely;

the

reva

lued

am

ount

sub

stitu

ted

for h

isto

rical

cos

t on

31st M

arch

, 201

3 is

Rs.

25,

476.

92 L

akhs

and

Rs.

6,7

19.0

0 La

khs

resp

ectiv

ely.

2.

In a

ccor

danc

e w

ith A

ccou

ntin

g S

tand

ard

(AS

-11)

and

Am

endm

ent R

ules

, 200

9 on

AS

-11

Not

ified

by

the

Gov

ernm

ent o

f Ind

ia o

n 31

.03.

2009

and

sub

sequ

ent a

men

dmen

t dtd

. 29

th D

ecem

ber,

2011

; the

com

pany

has

cap

italis

ed R

s. 2

3.01

Lak

hs to

Pla

nt a

nd M

achi

nery

(Pre

viou

s Y

ear R

s. 4

5.52

Lak

hs) o

n ac

coun

t of e

xcha

nge

rate

diff

eren

ce o

n Fo

reig

n C

urre

ncy

Loan

s.


48

NO

TES

FO

RM

ING

PA

RT

OF

THE

FIN

AN

CIA

L S

TATE

ME

NTS

FO

R T

HE

YE

AR

EN

DE

D 3

1ST

MA

RC

H, 2

015

10A.

FIX

ED A

SSET

S:(R

s. in

Lakh

s)

Desc

riptio

n G

ross

Bloc

k D

epre

ciatio

n / A

mor

tisat

ion Im

pairm

ent

Net

Bloc

k A

s at

01.0

4.20

14 A

dditio

ns /

Adjus

tmen

ts du

ring

the

year

Disp

osal/

Tran

sfers

/Ad

justm

ents

durin

g th

e ye

ar

As a

t 31

.03.

2015

Up

to

01.0

4.20

14 C

harg

e fo

r th

e ye

ar (a

) T

rans

ferre

d to

Ret

ained

ea

rning

s wh

ose

balan

ce

usef

ul life

is

Nil (

b)

Net

Cha

rge

for t

he ye

ar

(a-b

)

Disp

osal

durin

g th

e ye

ar

Up

to

31.0

3.20

15 A

s at

01.0

4.20

14 A

s at

31.0

3.20

15As

at

31.0

3.20

15

TANG

IBLE

ASS

ETS:

Land

(Fre

ehold

) 2

5,47

6.92

25,

476.

92 0

.00

0.00

0.00

25,

476.

92La

nd (L

ease

hold)

6,7

19.0

0 2

1.94

6,7

40.9

40.

000.

000.

00 6

,740

.94

Build

ings

8,3

11.5

8 2

,766

.45

40.

97 1

1,03

7.06

5,9

89.4

2 1

68.3

8 1

68.3

8 3

5.21

6,1

22.5

9 1

01.2

5 10

1.25

4,8

13.2

2Pl

ant &

Mac

hiner

y 7

5,87

1.74

7,1

43.4

9 8

3,01

5.23

46,

476.

22 1

,055

.96

1,0

55.9

6 4

7,53

2.18

8,7

22.5

2 8,

722.

52 2

6,76

0.53

Elec

trica

l Insta

llatio

ns 3

,019

.27

0.2

3 3

,019

.04

2,7

43.8

5 2

31.5

0 1

99.9

1 3

1.59

0.1

7 2

,975

.18

43.

86M

oulds

287

.54

287

.54

287

.54

0.0

00.

00 2

87.5

40.

00La

bora

tory

Equ

ipmen

ts 4

30.1

3 1

51.9

4 5

82.0

7 3

01.0

5 5

8.01

17.

76 4

0.25

359

.06

10.

90 10

.90

212.

11Fu

rnitu

re &

Fixt

ures

566

.53

175

.94

742

.47

506

.63

32.

31 1

6.01

16.

30 5

38.9

4 2

03.5

3Of

fice

Equip

men

ts 6

15.6

2 6

2.75

678

.37

480

.64

109

.56

70.

74 3

8.82

590

.20

88.

17Ve

hicles

259

.42

0.7

7 2

58.6

5 2

14.4

7 2

0.18

14.

88 5

.30

0.7

5 2

33.9

0 2

4.75

Vehic

les o

n Fi

nanc

e Le

ase

753

.83

86.

58 6

67.2

5 4

97.5

0 5

6.73

56.

73 7

2.41

481

.82

185

.43

Capit

al Ex

pend

iture

On

Rese

arch

& D

evelo

pmen

t 2

20.9

3 2

20.9

3 2

17.4

6 1

.10

0.1

0 1

.00

218

.56

2.3

7

Data

Pro

cess

ing E

quipm

ents

1,4

33.3

0 2

6.26

24.

01 1

,435

.55

1,3

45.9

3 5

2.83

26.

25 2

6.58

24.

01 1

,374

.75

60.

80Da

ta P

roce

ssing

Equ

ipmen

ts on

Fina

nce

Leas

e0.

00 2

16.6

4 2

16.6

40.

00 1

5.00

0.00

15.

000.

00 1

5.00

201

.64

TOTA

L (A

) 12

3,965

.81 10

,565.4

1 15

2.56

134,3

78.66

59,06

0.71

1,80

1.56

345.6

5 1,

455.9

1 13

2.55

60,72

9.72

8,83

4.67

8,83

4.67

64,81

4.27

INTA

NGIB

LE A

SSET

S:So

ftwar

e 2

44.9

6 2

7.56

272

.52

158

.83

52.

24 5

2.24

211

.07

61.

45Co

pyrig

hts

157

.46

157

.46

157

.46

0.00

157

.46

0.00

Expe

nditu

re on

Tec

hnica

l Kn

ow-h

ow / P

rodu

ct De

velop

ment

1,4

30.7

6 1

,430

.76

1,4

30.7

60.

00 1

,430

.76

0.00

Good

will

4,4

00.3

6 4

,400

.36

0.00

0.00

0.00

4400

.36

4,40

0.36

0.00

0.00

TOTA

L (B

) 6,

233.5

4 27

.560.0

0 6,

261.1

0 1,

747.0

5 52

.240.0

0 52

.240.0

0 1,

799.2

9 4,

400.3

6 4,

400.3

6 61

.45TO

TAL

(A+B

) 13

0,199

.35 10

,592.9

7 15

2.56

140,6

39.76

60,80

7.76

1,85

3.80

345.6

5 1,

508.1

5 13

2.55

62,52

9.01

13,23

5.03

13,23

5.03

64,87

5.72

Prev

ious Y

ear (

Refe

r Not

e 10

A) 1

26,2

02.8

7 4

,046

.59

50.

11 1

30,1

99.3

5 5

7,50

9.99

3,3

47.5

10.

00 3

,347

.51

49.

74 6

0,80

7.76

13,

235.

03 1

3,23

5.03

56,

156.

56Ca

pita

l Wor

k-in

-Pro

gres

s (R

efer

Not

e No.

26)

1,07

0.49

NOTE

S:1.

Fr

eeho

ld La

nd a

nd L

ease

hold

Land

is re

value

d on

31st M

arch

, 201

3 wi

th re

fere

nce

to th

e th

en cu

rrent

mar

ket p

rices

, am

ount

add

ed o

n re

valua

tion

is Rs

. 13,

900.

30 L

akhs

and

Rs.

4,85

5.64

Lak

hs re

spec

tively

; the

reva

lued

amou

nt

subs

titute

d fo

r hist

orica

l cos

t on

31st M

arch

, 201

3 is

Rs. 2

5,47

6.92

Lak

hs a

nd R

s. 6,

719.

00 L

akhs

resp

ectiv

ely.

2.

In a

ccor

danc

e wi

th A

ccou

nting

Sta

ndar

d (A

S-11

) and

Am

endm

ent R

ules,

2009

on

AS-1

1 No

tified

by

the

Gove

rnm

ent o

f Ind

ia on

31.

03.2

009

and

subs

eque

nt a

men

dmen

t dtd

. 29th

Dec

embe

r, 20

11; t

he c

ompa

ny h

as c

apita

lised

Rs

. 45.

52 L

akhs

to P

lant a

nd M

achin

ery (

Prev

ious Y

ear R

s. 22

1.97

Lak

hs) o

n ac

coun

t of e

xcha

nge

rate

diffe

renc

e on

For

eign

Curre

ncy L

oans

.3.

In

acco

rdan

ce w

ith th

e pro

vision

s of S

ched

ule II

of th

e Com

panie

s Act,

2013

, in ca

se of

fixed

asse

ts wh

ose u

sefu

l life

as at

1st Apr

il, 20

14 is

Nil,

the c

arry

ing va

lue (N

et of

Res

idual

Value

) am

ount

ing to

Rs.

228.

15 La

khs (

Net o

f Def

erre

d Ta

x of R

s. 11

7.50

Lak

hs) a

s tra

nsitio

nal p

rovis

ion h

as b

een

reco

gnise

d in

the

reta

ined

earn

ings.


49


11. NON-CURRENT INVESTMENTS As at 31.03.2016

As at 31.03.2015


Non-Trade Investments in Shares:

Quoted Equity Instruments

50 (Previous Year 50) Equity Shares of M. M. Rubber Ltd., of the face value of Rs. 2/- each, fully paid-up.

0.01 0.01

Nil (Previous Year 2,09,000) Equity Shares of Garware Marine Industries Ltd., of the face value of Rs. 10/- each, fully paid-up.

0.00 -

4,00,300 (Previous Year 4,00,300) Equity Shares of Garware Wall Ropes Limited, of the face value of Rs. 10/- each, fully paid-up. 56.98 56.98

56.99 56.99

Unquoted Equity Instruments

In Subsidiary Companies:

2,50,000 (Previous Year 2,50,000) Ordinary Shares of Garware Polyester International Limited, London, of the face value of Pound 1/- each, fully paid-up.

133.57 133.57

In other than Subsidiary Companies:

2,500 (Previous Year 2,500) Equity Shares of The New India Co-Operative Bank Ltd. Mumbai, of the face value of Rs. 10/- each, fully paid-up.

0.25 0.25

2,500 (Previous Year 2,500) Equity Shares of The North Kanara Goud Saraswat Brahmin Co-Operative Bank Ltd. Mumbai, of the face value of Rs. 10/- each, fully paid-up.

0.25 0.25

500 (Previous Year 500) Equity shares of The Co-Operative Stores Ltd. (New Delhi), of the face value of Rs. 10/- each, fully paid-up.

0.05 0.05

10,000 (Previous Year 10,000) Equity Shares of S I C O M Ltd., of the face value of Rs. 10/- each fully paid-up.

8.00 8.00

20,000 (Previous Year 20,000) Equity Shares of Deogiri Nagari Sahakari Bank Ltd., of the face value of Rs. 25/- each fully paid-up.

5.00 5.00

4,000 (Previous Year 4,000) Equity Shares of Vaidyanath Urban Co-Operative Bank Ltd., of the face value of Rs. 25/- each fully paid-up.

1.00 1.00

1,000 (Previous Year 1,000) Equity Shares of Poornawadi Co-Operative Bank Ltd., of the face value of Rs. 100/- each fully paid-up.

1.00 1.00

100 (Previous Year 100) Equity Shares of Cosmos Co-Operative Bank Ltd. of the face value of Rs. 10/- each fully paid-up.

0.02 0.02

15.57 15.57

TOTAL 206.13 206.13

Cost Market Value Cost Market ValueAggregate amount of Company's Investment

Quoted 56.99 1,348.22 56.99 796.04Unquoted 149.14 149.14

TOTAL 206.13 1,348.22 206.13 796.04


50

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016Non-Current Current

12. LOANS & ADVANCES As at 31.03.2016

As at 31.03.2015

As at 31.03.2016

As at 31.03.2015

Rs. in Lakhs Rs. in Lakhs Rs. in Lakhs Rs. in Lakhs Capital AdvancesSecured, considered good 16.26 0.00 0.00 0.00 Unsecured, considered good 10.83 27.19 0.00 0.00

(A) 27.09 27.19 0.00 0.00 Security DepositUnsecured, considered good 239.26 203.62 0.00 0.00 Rs. 64.50 Lakhs due from a Director (Previous Year Rs. 36.00 Lakhs) (Rent Deposit) and Rs. 43.50 Lakhs due from company in which directors are Director / Member (Previous Year Rs. 36 Lakhs) (Rent Deposit)

(B) 239.26 203.62 0.00 0.00 Advances Recoverable in Cash or KindUnsecured, considered good 0.00 0.00 291.54 254.84

(C) 0.00 0.00 291.54 254.84 Other Loans & Advances (Unsecured and considered good)Advance Income Tax (Net of Provision for Taxation) 144.45 214.93 0.00 0.00 MAT Credit Entitlement 7,200.69 6,625.26 0.00 0.00 Prepaid Expenses 0.00 0.00 553.17 718.39 Loan and Advances to Employee 0.00 0.00 26.67 42.59 Balances with Statutory / Government Authorities 1,456.58 1,775.02 2,483.71 3,245.65

(D) 8,801.72 8,615.21 3,063.55 4,006.63 TOTAL (A+B+C+D) 9,068.07 8,846.02 3,355.09 4,261.47

13. INVENTORIES (Valued at Lower of Cost and Net Realisable Value) As at 31.03.2016

As at 31.03.2015


a) Stores, Spares & Packing Materials 2,226.97 2,472.79 b) Raw Materials 1,981.75 2,499.93 c) Finished Goods 514.66 412.80 d) Semi-Finished Goods 8,419.73 7,985.44

TOTAL 13,143.11 13,370.96

14. TRADE RECEIVABLES As at 31.03.2016

As at 31.03.2015

Rs. in Lakhs Rs. in LakhsUnsecured, considered good unless otherwise stated excluding bills receivable discounted [Refer Note No. 35(d)]A) Debts outstanding for a period exceeding six months from the date they are due for payment i) Unsecured, considered good 0.00 4.03 ii) Doubtful 258.85 258.85

258.85 262.88 Less: Provision for doubtful receivables 258.85 258.85

0.00 4.03B) Other Receivables Unsecured, considered good 4,456.95 4,807.29

4,456.95 4,807.29TOTAL (A+B) 4,456.95 4,811.32

Other Receivables Include:Due from company in which the Directors are Director / Member 439.59 359.26Due from subsidiary companies 830.94 592.00

1,270.53 951.26


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NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 201615. CASH & BANK BALANCES As at

31.03.2016 As at

31.03.2015 Rs. in Lakhs Rs. in Lakhs

Cash & Cash Equivalentsa) Balances with Bank:

in Current Accounts 201.70 467.27 in Fixed Deposits * 4,669.72 4,648.46

b) Cash on hand 33.07 38.36

Other Bank Balances: in Unclaimed Dividend Accounts 66.46 66.71 Margin Money Deposit 24.95 23.13

TOTAL 4,995.90 5,243.93

* (Fixed Deposits with Bank includes Rs. 48.58 Lakhs (Previous Year Rs. 43.24 Lakhs) with maturity of more than 12 months)

16. OTHER CURRENT ASSETS As at 31.03.2016

Rs. in Lakhs

As at 31.03.2015

Rs. in Lakhs

Interest accrued on Fixed Deposit & Others 65.80 48.29Other Receivables 319.46 426.25

TOTAL 385.26 474.54

17. REVENUE FROM OPERATIONS 2015-16 Rs. in Lakhs

2014-15 Rs. in Lakhs

Sale of Products 86,833.67 91,979.50Other Operating Revenue:Export Incentives 1,691.40 1,187.84

Sale of Scrap and Others 237.26 270.52

Revenue from Operations (Gross including Excise Duty) 88,762.33 93,437.86

Details of Products sold:Polyester Film 86,833.67 91,979.50

18. OTHER INCOME 2015-16 Rs. in Lakhs


Interest Income On:Bank Deposits 376.62 681.39

Income Tax & Sales Tax Refund 43.77 0.34

One Time Settlement (OTS) on Redemption of Preference Shares (Refer Note No. 28) 0.00 1446.00

Others 2.59 1.30

Dividend Income on:Non-Current Investments 12.86 10.93

Insurance Claims 5.70 55.09

Profit on Sale of Fixed Assets 14.75 113.20

Profit on Sale of Investments 67.15 36.71

Bad Debts Recovered 4.10 0.00

Excess Provision / Sundry Credit Balances Written Back 79.14 202.44

Sales Tax Refund 0.00 9.04

Gain on Exchange Rate Fluctuations 0.00 101.25

TOTAL 606.68 2,657.69


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NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 201619. COST OF RAW MATERIALS CONSUMED 2015-16 2014-15


Inventory at the beginning of the year 2,499.93 2,825.23

Add: Purchases 45,274.61 54,818.83

Less: Sales (584.55) (1,906.95)

47,189.99 55,737.11

Less: Inventory at the end of the year 1,981.75 2,499.93

Cost of Raw materials consumed 45,208.24 53,237.18

Details of Raw Materials ConsumedPTA 13,450.10 18,352.03

MEG 5,885.56 7,363.68

REPOL 34 SG 8,401.98 6,727.06

Chemicals & Others 17,470.60 20,794.41

TOTAL 45,208.24 53,237.18

Details of InventoryPTA 0.00 0.00

MEG 0.00 146.75

REPOL 34 SG 0.00 105.90

Chemicals & Others 1,981.75 2,247.28

TOTAL 1,981.75 2,499.93

20. (INCREASE) / DECREASE IN FINISHED AND SEMI-FINISHED GOODS 2015-16 2014-15


Inventories at the end of the yearSemi-Finished Goods 8,419.73 7,985.44

Finished Goods 514.66 412.80

8,934.39 8,398.24

Inventories at the beginning of the yearSemi-Finished Goods 7,985.44 9,091.31

Finished Goods 412.80 561.93

8,398.24 9,653.24

(536.15) 1,255.00

(Increase) / Decrease in Stock of Finished and Semi-Finished Goods out of Trial Run Production 0.00 894.10

(Increase) / Decrease (536.15) 360.90

21. EMPLOYEE BENEFITS EXPENSE (Refer Note No. 29) 2015-16 2014-15

Salaries, Wages and Bonus Rs. in Lakhs Rs. in Lakhs

Contribution to Provident Fund and Other Funds 5,874.30 5,350.38

Staff Welfare Expenses 894.06 711.15

398.77 364.69

TOTAL 7,167.13 6,426.22


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NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 201622. OTHER EXPENSES 2015-16 2014-15


Stores, Spares & Packing Materials Consumed 4,433.26 4,332.74

Power and Fuel 8,238.93 8,840.96

Processing Charges 1,833.12 150.74

Water Charges 92.07 54.88

Rent, Hire Charges and Compensation 470.50 137.81

Rates, Taxes and License Fees 70.59 60.52

Insurance 273.41 224.21

Freight & Forwarding (Net) 2,733.56 2,703.21

Research and Development Expenses 168.26 138.37

Advertisement Expenses 15.27 14.92

Repairs and Maintenance Expenses:

Plant and Machinery 1,008.74 1,011.23

Building 451.41 508.32

Others 915.22 773.62

Sales Tax / VAT 10.57 28.58

Travelling & Conveyance 345.04 507.99

Postage, Telegrams & Telephones 103.52 109.48

Commission on Sales 454.60 556.78

Donations 60.00 60.00

Legal and Professional Charges (Refer Note No. 31) 886.38 692.69

Auditors Remuneration (Refer Note No. 23) 37.52 29.52

Director Sitting Fees 3.53 3.74

Miscellaneous Expenses 1,852.58 1,849.37

Loss on Swap / Exchange Rate Fluctuation 14.32 0.00

TOTAL 24,472.40 22,789.68

23. PAYMENT TO AUDITORS AS: 2015-16 2014-15


Audit Fees (including Branch Audit) 22.94 15.15

Tax Audit Fees 5.03 6.00

For Certification / Others 7.11 7.75

Reimbursement of Out of Pocket Expenses 2.44 0.62

TOTAL 37.52 29.52

24. FINANCE COST 2015-16 Rs. in Lakhs


Interest Expenses 1,279.32 1,222.99

Other Borrowing Cost 2,633.45 3,109.21

Applicable Loss on Foreign Currency Transactions and Translations 380.57 32.02

TOTAL 4,293.34 4,364.22

25. EARNINGS PER SHARE (EPS) 2015-16 Rs. in Lakhs


Profit after Tax 1,738.68 1,733.51

Amount available for Equity Shareholders 1,738.68 1,733.51

Weighted average number of Equity Shares (Basic & Diluted) including outstanding 23,315,150 23,315,150

Earnings Per Share - Basic & Diluted (Rupees) (Absolute) 7.46 7.44


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NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 201626. The break-up of expenses shown under Capital Work-in-Progress 2015-16 2014-15

(Pending Allocation) as on 31st March, 2016 is as under: Rs. in Lakhs Rs. in LakhsParticularsOpening Balance 1,070.49 8,619.38Capital Work-in-Progress 621.53 1,739.83Less: Capitalised during the year (1,164.60) (7,750.32)Pre-Operative Expenditure incurred during the yearRaw Material Consumed 0.00 3,983.71Power and Fuel 0.00 405.07Stores, Spares and Packing Material Consumed 0.00 107.66Freight and Forwarding 0.00 81.35Employee Benefits 0.00 191.71Travelling and Conveyance 0.00 11.24Legal and Professional Charges 0.00 19.35Others 0.00 28.80Finance Charges 23.01 445.83Less: Sales 0.00 (4,625.50)(Net of Excise Duty Rs. Nil. Previous Year Rs. 492.89 Lakhs)Pre-Operative Expenses Capitalised during the year (31.96) (2187.62)Closing Balance # 518.47 1,070.49[# includes Intangible Assets in progress Rs. 48.96 Lakhs (Previous Year Rs.19.95 Lakhs)]

27. DISCLOSURE AS PER AS-15 (REVISED) ON "EMPLOYEE BENEFITS" 2015-16 Rs. in Lakhs

2014-15 Rs. in LakhsA. Funded retirement benefit - Gratuity

DescriptionChanges in present value of obligations:Present Value of Obligations at beginning of the year 1,996.08 1,768.32Service Cost 168.48 136.50Interest Cost 149.06 155.24Actuarial Loss / (Gain) 129.66 79.51Benefits Paid (145.39) (143.49)Defined benefit obligations at end of the year (a) 2,297.89 1,996.08Changes in fair value of plan assets:Fair Value of Plan Assets as at beginning of the year 1,937.62 1,724.49Expected Return on Plan Assets 159.11 155.00Contributions by Employer 81.25 197.23Actuarial Gain / (Loss) 0.43 4.40Benefits Paid (145.39) (143.49)Fair value of Plan Assets at end of the year (b) 2,033.02 1,937.62Present Value of Funded Obligations (a-b) 264.87 58.46The net amount recognized in the statement of Profit and Loss for the year ended 31st March, 2016 is as follows:Current Service Cost 168.48 136.50Interest Cost 149.06 155.24Expected Return on Plan Assets (159.11) (155.00)Net Actuarial Loss / (Gain) Recognized 129.23 75.11Net Amount Recognized 287.66 211.85The principal actuarial assumptions used as at 31st March, 2016 are as follow:Discount Rate 8.00% 7.75%Expected Rate of Return on Plan Assets:Withdrawal Rate 5% 5%Rate of increase in Compensation Levels 4% 5%


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NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016Other Disclosures: (Rs. in Lakhs)

31.03.16 31.03.15 31.03.14 31.03.13 31.03.12Present value of Defined Benefit Obligation 2,297.90 1,996.08 1,768.32 1,702.64 2,063.44Fair Value of Plan Assets 2,033.02 1,937.62 1,724.49 1,560.11 1,656.08(Deficit) / Surplus of the Plan 264.87 58.46 43.83 142.53 407.36Experience Adjustment on Plan Liabilities Loss / (Gain) 129.67 79.50 (49.12) (222.68) * Experience Adjustment on Fair Value of Plan Assets (0.43) (4.40) 2.29 3.53 0.01* Not available in the valuation report hence not furnished.

B. Un-funded Retirement Benefit: Leave EncashmentDescription 2015-16 2014-15

Rs. in Lakhs Rs. in LakhsChanges in present value of obligations:Present Value of Obligations at beginning of the year 1,392.86 1,252.10Service Cost 114.43 103.28Interest Cost 106.46 113.94Actuarial Loss / (Gain) (10.77) (62.82)Benefits Paid (38.31) (13.65)Defined benefit Obligations at end of the year (a) 1,564.67 1,392.86Changes in fair value of plan assets:Contributions by Employer 38.31 13.65Benefits Paid (38.31) (13.65)Fair value of Plan Assets at end of the year (b) 0.00 0.00Present Value of Un-funded Obligations (a-b) 1,564.67 1,392.86The net amount recognized in the Statement of Profit and Loss for the year ended 31st March, 2016 is as follow:Current Service Cost 114.43 103.28Interest Cost 106.46 113.94Net Actuarial Loss / (Gain) recognized (10.77) (62.82)Net amount recognized 210.12 154.41The principal actuarial assumptions used as at 31st March, 2016 are as follow:Discount Rate 8.00% 7.75%Expected Rate of Return on Plan Assets:Withdrawal Rate 5% 5%Rate of increase in Compensation Levels 4% 5%

28. The company has redeemed during the Financial Year 2014-15, 54,46,000, 0.01% Cumulative Redeemable Preference Shares of Rs. 100/- each aggregating to Rs. 5,446.00 Lakhs issued and allotted to the IDBI Bank Ltd., by paying Rs. 4,000.00 Lakhs as One Time Settlement in full and final settlement of the above-mentioned Preference Shares. The difference of Rs. 1,446.00 Lakhs has been treated as Other Income in the year 2014-15.

29. The remuneration of Rs. 888.43 Lakhs paid to the Managing Director, Joint Managing Directors and Director is as per the sanction received from the Central Government. (Previous Year Rs. 965.72 Lakhs which was subject to sanction of the Central Government for which approval of Rs. 957.08 Lakhs has been received during the year and balance Rs. 8.64 Lakhs has been recovered. Rs. 89.61 Lakhs for the Financial Year 2013-14 which was pending under approval Rs. 75.11 Lakhs approval has been received during the year and balance Rs. 14.50 Lakhs has been recovered).

30. LEASESThe company has entered into Finance and Operating Lease Agreements. As required under the Accounting Standard - 19 on ‘Leases’, the future minimum lease payments on account of each type of lease are as follow:


56


A. Hire Purchase / Finance Lease (Fixed Assets) (Rs. in Lakhs)

Particulars FutureLease payments

Present Value of Minimum Future Minimum Lease Payments

Finance Charges

As at 31st March 2016 2015 2016 2015 2016 2015Not later than one year 78.94 137.51 57.93 108.24 21.01 29.27Later than one year and notLater than five years 172.30 249.86 145.33 201.88 26.97 47.98Later than five years 0.00 0.00 0.00 0.00 0.00 0.00

B. Operating Lease The company has taken various residential / commercial premises and vehicles on operating leases. These operating lease are in the

nature of "cancellable lease" therefore disclosure as per Accounting Standard - 19 is not required.

31. Legal and Professional Charges include Rs. 6.97 Lakhs (Previous Year Rs. 6.25 Lakhs) paid to some of the Partners of the Auditors and Rs. 5.37 Lakhs (Previous Year Rs. 5.56 Lakhs) paid to a firm in which one of the Director is a proprietor for Corporate Law and Tax Services.

32. SEGMENT REPORTINGa) The company is only in one line of business namely - Polyester Film.

b) The Segment Revenue in the Geographical Segment considered for disclosure are as follow:

i) Revenue within India includes sales to customers located within India.

ii) Revenue outside India includes sales to customers located outside India including Export Benefits / Incentives.

2015-16 2014-15 Rs. in Lakhs Rs. in Lakhs

Sales:Within India 42,262.51 44,576.51China (including Export incentives) 9,360.58 9,810.92Rest of world (including Export incentives) 37,139.24 39,050.43

TOTAL 88,762.33 93,437.86

33. RELATED PARTY DISCLOSURES

a) List of Related Parties

Subsidiary Garware Polyester International LimitedStep down Subsidiary Global Pet Films Inc.Key Management Personnel Shri. S. B. Garware - Chairman and Managing Director

Mrs. S. S. Garware - Director Mrs. Monika Garware Modi - Vice Chairperson & Joint Managing Director Mrs. Sarita Garware Ramsay - Joint Managing Director Ms. Sonia S. Garware - Director Mr. M. S. Adsul - Director - Technical

Entities in which some of the Directors are interested Garware Industriees Ltd. Great View Real Estates Pvt. Ltd. Shashvat Investments Consultancy & Properties Pvt. Ltd.


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NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016b) Transactions with Related Parties:

Particulars Relationship 2015-16 2014-15Rs. in Lakhs Rs. in Lakhs

1) Sale of Goods:Garware Polyester International Ltd. Subsidiary 3,770.43 1,050.61Global Pet Films Inc. Step-down Subsidiary 6,918.95 5,168.31Garware Industriees Ltd. Entities in which some of the directors are interested 1,716.70 4,915.32

2) Purchase of Materials:Garware Industriees Ltd. Entities in which some of the directors are interested 4,976.83 9,345.08

3) Service Received / Processing / Commission / Rent Paid / Reimbursement of Expenses:Garware Polyester International Ltd. Subsidiary 346.20 404.41Garware Industriees Ltd. Entities in which some of the directors are interested 1,829.56 105.78Great View Real Estates Pvt. Ltd. Entities in which some of the directors are interested 82.00 80.90Shashvat Investments Consultancy & Properties Pvt. Ltd. Entities in which some of the directors are interested 22.55 0.00Mrs. Monika Garware Modi Key Management Personnel 54.00 0.00Mrs. Sarita Garware Ramsay Key Management Personnel 31.50 0.00Ms. Sonia S. Garware Key Management Personnel 72.00 72.00

4) Services Rendered / Reimbursement of Expenses:Garware Industriees Ltd. Entities in which some of the directors are interested 107.78 324.74Global Pet Films Inc. Step-down Subsidiary 20.81 0.00

5) Rent Deposit Paid:Mrs. Monika Garware Modi Key Management Personnel 18.00 0.00Mrs. Sarita Garware Ramsay Key Management Personnel 10.50 0.00Shashvat Investments Consultancy & Properties Pvt. Ltd. Entities in which some of the directors are interested 7.50 0.00

6) Managerial Remuneration:Shri. S. B. Garware Key Management Personnel 449.19 400.13Mrs. Monika Garware Modi Key Management Personnel 230.23 236.40Mrs. Sarita Garware Ramsay Key Management Personnel 198.89 210.23Ms. Sonia S. Garware Key Management Personnel (26.28) 82.56Mr. M. S. Adsul Key Management Personnel 36.40 36.40

7) Director Sitting Fees:Mrs. S. S. Garware Key Management Personnel 0.20 0.30Ms. Sonia S. Garware Key Management Personnel 0.20 0.20

8) Net Balances (Dr/Cr):Garware Polyester International Ltd. Subsidiary (12.89) 19.73Global Pet Films Inc. Step-down Subsidiary 717.21 438.15Garware Industriees Ltd. Entities in which some of the directors are interested 439.59 359.26Shashvat Investments Consultancy & Properties Pvt. Ltd. (Rent Deposit)

Entities in which some of the directors are interested 7.50 0.00

Great View Real Estates Pvt. Ltd. (Rent Deposit) Entities in which some of the directors are interested 36.00 36.00Ms. Sonia S. Garware (Rent Deposit) Key Management Personnel 36.00 36.00Mrs. Monika Garware Modi (Rent Deposit) Key Management Personnel 18.00 0.00Mrs. Sarita Garware Ramsay (Rent Deposit) Key Management Personnel 10.50 0.00# The above figures are net of taxes and duties


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34. CAPITAL AND OTHER COMMITMENTS Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 222.06 Lakhs (Previous Year Rs. 279.46

Lakhs) against which an advance of Rs. 27.09 Lakhs (Previous Year Rs. 27.19 Lakhs) has been paid.

35. CONTINGENT LIABILITIES As at 31.03.2016

Rs. in Lakhs

As at 31.03.2015

Rs. in Lakhs a) Contingent Liabilities not provided for -

Disputed matters in appeal / contested in respect of:Income Tax 10.59 1,404.81 Excise Duty and Service Tax 48.87 44.20 Sales Tax 1,178.30 1,178.30 Local Body Tax 0.00 383.06 Maharashtra State Electricity Board (MSEB) 27.72 27.72

TOTAL 1,265.48 3,038.09

b) The Company has given counter-guarantees for Rs. 4,342.99 Lakhs (Previous Year Rs. 6,606.34 Lakhs) to Banks in respect of guarantees given by the Banks to third parties for Purchase of Equipments, Supply of Goods, Clearance of Goods from Customs, Excise Bonds, etc.

c) Letters of Credit opened on behalf of the Company by Banks for purchase of materials and equipment amount to Rs. 14,797.71 Lakhs (Previous Year Rs. 22,506.53 Lakhs).

d) Bills of Exchange discounted under Bill Marketing Scheme amount to Rs. 2,947.15 Lakhs (Previous Year Rs. 3,174.72 Lakhs).

36. DISCLOSURE IN ACCORDANCE WITH SECTION 22 OF MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006 As at

31.03.2016As at

31.03.2015 Rs. in Lakhs Rs. in Lakhs

Principal amount remaining unpaid 292.60 374.81Interest due thereon NIL NILInterest paid by the Company in term of Section 16 NIL NILInterest due and payable for the period of delay in payment NIL NILInterest accrued and remaining unpaid NIL NILInterest remaining due and payable even in succeeding years NIL NILThis information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

37. FINANCIAL AND DERIVATIVES INSTRUMENTSa) Derivatives contracts entered into by the company and outstanding as on 31st March, 2016: i) Forward Contract is Rs. 2,079.05 Lakhs

(Previous Year Rs. 1,864.86 Lakhs).b) Foreign Currency Exposure that are not hedged by derivatives instruments as on 31st March, 2016 amounts to Rs. 8,696.81 Lakhs

(Previous Year Rs. 7,323.28 Lakhs). The unhedged exposures are naturally hedged by future foreign currency earning and earnings linked to foreign currency.

38. The company is required to spend an amount of Rs. 35.35 Lakhs (Previous Year Rs. 41.05 Lakhs) during the year on CSR expenditure as per the Section 135 of the Companies Act, 2013 read with Schedule VII thereof and company has spent Rs. 60 Lakhs (Previous Year Rs. 60 Lakhs) during the year by way of contribution to the fund of Garware Charitable Trust.

39. VALUE OF IMPORTS ON CIF BASIS 2015-16 2014-15 Rs. in Lakhs Rs. in Lakhs

Raw Materials 4,795.12 5,647.43Packing Material 83.15 93.21Components and Spares 253.84 391.92Capital Goods 42.71 460.99


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40. EXPENDITURE IN FOREIGN CURRENCY (ACCRUAL BASIS) 2015-16 2014-15 Rs. in Lakhs Rs. in Lakhs

(i) Commission 438.23 540.16(ii) Traveling Expenses 67.67 228.75(iii) Books, Periodicals & Subscriptions 1.66 6.92(iv) Technical / Engg. Services / Professional / Testing Charges 230.82 190.86(v) Exhibition Expenses 8.52 0.00(vi) Interest and Bank Charges 39.54 105.37(vii) Others 15.73 310.64

41. DETAILS OF IMPORTED AND INDIGENOUS RAW MATERIALS AND SPARE PARTS, PACKING MATERIALS CONSUMED AND PERCENTAGE OF EACH TO THE TOTALParticulars 2015-16 2014-15

Value % of Value % of(i) Raw Materials: Rs. in Lakhs Total Rs. in Lakhs Total

- Imported 5,109.04 11 5,118.67 10 - Indigenous 40,099.20 89 48,118.51 90

TOTAL 45,208.24 100 53,237.18 100(ii) Stores, Spares and Packing Material:

- Imported 320.66 7 312.78 7 - Indigenous 4,112.60 93 4,019.96 93

TOTAL 4,433.26 100 4,332.74 100

42. EARNING IN FOREIGN EXCHANGE (ACCRUAL BASIS) 2015-16 2014-15 Rs. in Lakhs Rs. in Lakhs

Exports (F.O.B. Basis) 42,558.72 45,532.62Others Misc. Income 22.07 11.54

43. The previous year's figure have been re-grouped / reclassified to conform to this year's classification.












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Statement pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013, with Rule 5 of the Companies (Accounts) Rules, 2014 in the prescribed FORM AOC - 1 relating to subsidiary companies

(Rs. in Lakhs)

Sr. No. ParticularsGarware Polyester International

Limited (GPIL) (100% wholly owned by the Company)

Global Pet Films Inc. (100% wholly owned by GPIL)

2016 2016

1 Reporting Currency GBP USD

2 Exchange Rate considered at the close of the year 95.47 66.26

3 Share Capital 238.68 66.26

4 Reserves & Surplus 387.24 213.62

5 Total Assets 1,045.37 729.87

6 Total Liabilities 1,045.37 729.87

7 Investment 0.00 0.00

8 Turnover & Other Income 4,713.51 7,321.33

9 Profit / (Loss) Before Taxation 106.55 563.53

10 Provision for Taxation 0.00 221.95

11 Profit / (Loss) after Taxation 106.55 341.58

12 Dividend Proposed / Paid 0.00 165.64

13 Country UK USA

Notes :-

1 The final audited accounts of Garware Polyester International Limited are in Great Britain Pounds (GBP) and translated at closing rate as on 31.03.2016 (Rs. 95.47 = 1 GBP).

2 The final audited accounts of Global Pet Films Inc. are in US Dollars (USD) and translated at closing rate as on 31.03.2016 (Rs. 66.26 = 1 USD).


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INDEPENDENT AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

TO THE MEMBERS OF GARWARE POLYESTER LIMITED

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Garware Polyester Limited (“the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), comprising of the Consolidated Balance Sheet as at 31st March, 2016, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the Consolidated Financial Statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the Companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of

the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group, as at 31st March, 2016, and their consolidated profit and their consolidated cash flows for the year ended on that date.

Other Matters

We did not audit the financial statements of two subsidiaries incorporated outside India whose financial statements reflects total assets of Rs. 1,752.45 Lakhs as at 31st March, 2016, total revenue of Rs. 12,556.03 Lakhs and net cash flows amounting to Rs. 268.80 Lakhs for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by the other auditors whose reports have been furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our reports in terms of Sub-sections (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements, and our report of Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements certified by the management.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements;

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors;


62

c) The consolidated balance sheet, the consolidated statement of profit and loss, and the consolidated cash flow statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements;

d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2016, taken on record by the Board of Directors of the Holding Company, none of the Directors of the Holding Company is disqualified as on 31st March, 2016, from being appointed as a Director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating effectiveness of such controls, refer to our separate report in “Annexure A”; and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group. Refer Note No. 35 to the consolidated financial statements;

ii. Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivatives contracts in respect of such items as it relates to the Group. Refer Note No. 36 to the consolidated financial statements; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company.

For Manubhai & Shah LLP For Kirtane & Pandit LLPChartered Accountants Chartered AccountantsFRN: 106041W/W100136 FRN: 105215W/W100057

P. N. Shah Suhas Deshpande Partner PartnerMembership No.: 001738 Membership No.: 031787

Place: Mumbai Place: MumbaiDate : 25th May, 2016 Date : 25th May, 2016


63

Annexure - A to the Independent Auditors’ Report

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit on financial statements of the Company as of and for the year ended 31st March, 2016, we have audited the internal financial controls over financial reporting of Garware Polyester Limited as of that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For Manubhai & Shah LLP For Kirtane & Pandit LLPChartered Accountants Chartered AccountantsFRN: 106041W/W100136 FRN: 105215W/W100057

P. N. Shah Suhas Deshpande Partner PartnerMembership No.: 001738 Membership No.: 031787

Place: Mumbai Place: Mumbai Date : 25th May, 2016 Date : 25th May, 2016


64

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2016

Note As at 31.03.2016 As at 31.03.2015Rs. in Lakhs Rs. in Lakhs

EQUITY AND LIABILITIESSHAREHOLDERS' FUNDS

Share Capital 2 2,325.31 2,325.31Reserves and Surplus 3 56,221.59 54,545.68

58,546.90 56,870.99NON-CURRENT LIABILITIES

Long Term Borrowings 4 3,470.66 6,062.81Deferred Tax Liabilities (Net) 5 4,043.70 3,162.81Long Term Provisions 9 501.64 497.78

8,016.00 9,723.40CURRENT LIABILITIES

Short Term Borrowings 6 25,431.87 27,672.60Trade Payables 7a. Total outstanding dues of micro enterprises and small enterprises 292.60 374.81

b. Total outstanding dues of creditors other than micro enterprises and small enterprises

4,199.80 4,049.64

Other Current Liabilities 8 4,180.16 4,538.44Short Term Provisions 9 1,329.41 959.21

35,433.84 37,594.70TOTAL 1,01,996.74 1,04,189.09

ASSETSNON-CURRENT ASSETS

Fixed Assets:Tangible Assets 10 64,727.51 64,849.92Intangible Assets 10 40.93 61.45Capital Work-in-Progress 10 518.47 1,070.49

65,286.91 65,981.86Non-Current Investments 11 72.56 72.56Long Term Loans and Advances 12 8,923.62 8,823.85

CURRENT ASSETSInventories 13 13,607.25 13,717.89Trade Receivables 14 4,336.32 4,844.06Cash and Bank Balances 15 6,021.38 6,000.53Short Term Loans and Advances 12 3,363.44 4,273.80Other Current Assets 16 385.26 474.54

27,713.65 29,310.82TOTAL 1,01,996.74 1,04,189.09













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CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016

Note 2015-16 2014-15


INCOME:

Revenue from Operations (Gross Including Excise Duty) 17 90,291.66 94,387.35

Less: Excise Duty 4,546.33 4,758.49

Revenue from Operations (Net) 85,745.33 89,628.86

Other Income 18 607.26 2,688.79

Total Revenue 86,352.59 92,317.65

EXPENDITURE:

Cost of Raw Materials Consumed 19 45,569.98 53,702.46

Changes in Inventories of Finished Goods, Work-in-Progress & Traded Goods 20 (653.36) 347.51

Employee Benefits Expense 21 7,907.79 6,761.44

Other Expenses 22 24,815.45 22,849.89

Total Expenses 77,639.86 83,661.30

Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)

8,712.73 8,656.35

Depreciation & Amortization Expenses 10 1,696.40 1,520.14

Finance Cost 24 4,351.61 4,413.19

Profit before Tax 2,664.72 2,723.02

Tax Expenses

Current Tax 741.23 513.49

(Excess) / Short Provision of Tax of earlier years (31.71) 36.66

Less: Mat Credit Entitlement includes Rs. 54.43 Lakhs of Previous Year (Previous Year Rs. (28.10) Lakhs)

(575.43) (457.91)

Deferred Tax 5 880.89 849.34

Total Tax Expenses 1,014.98 941.58

Profit for the year 1,649.74 1,781.44

Earnings Per Share - Basic & Diluted (Rupees) (Face Value of Rs. 10/- each) Refer Note No.: 25

7.08 7.64













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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016Year ended Year ended31.03.2016 31.03.2015

Rs. in Lakhs Rs. in LakhsA. Cash Flow from Operating Activities:

Net Profit before tax as per Statement of Profit and Loss Account 2,664.72 2,723.02Adjustments to reconcile profit before tax to cash provided by operating activitiesAdd: Depreciation 1,696.40 1,520.14

Finance Cost 4,351.61 4,413.19Provision for Leave & Gratuity Provision 459.48 352.61Subtotal 6,507.49 6,285.94Total 9,172.21 9,008.96

Less: Interest Income 423.56 683.62Gain on Exchange Rate Fluctuations 10.89 33.02Profit on Sale of Fixed Assets 14.75 113.20Profit on Sale of Investment 67.15 36.71Dividend Received / Income from Investment 12.86 10.93One Time Settlement (OTS) on Redemption of Preference Shares 0.00 1,446.00Sundry balances Written Back (Net) 79.14 231.75Subtotal 608.35 2,555.23

Operating profit before working capital changes 8,563.86 6,453.73Adjustments for:Transfer to Foreign Currency Translation Reserve 26.17 (28.66)Trade and Other Payables 349.03 233.93Trade Receivables 506.10 1,205.55Inventories (110.64) 1,171.40Loans and Advances 1,300.05 791.76Cash generated from operations 10,634.58 9,827.71Direct taxes refund / (paid) (Net) (516.90) (757.25)Net cash inflow / (outflow) from operating activities 10,117.68 9,070.46

B. Cash Flow from Investing Activities:Purchase of Fixed Assets (977.90) (2,918.71)Proceeds from Sale of Fixed Assets 14.75 133.21Interest Received 406.05 753.06Proceeds from Sale of Investments 67.15 37.52Dividend Received / Income from Investment 12.86 10.93Net cash inflow / (outflow) from Investing activities (477.09) (1,983.99)

C. Cash Flow from Financing Activities:Interest / Financial Charges (4,351.61) (4,413.19)Proceeds from Long term borrowings 9.03 1,776.11(Repayments) of Long term borrowings (3,079.17) (3,274.69)Redemption of Preference Shares 0.00 (4,000.00)Proceeds (Repayment) from Short term borrowings (Net) (2,197.74) (745.11)Dividend / Unclaimed Dividend paid including Dividend Distribution Tax (0.25) (0.33)

Net cash inflow / (outflow) from financing activities (9,619.74) (10,657.21)Net increase / (decrease) in cash and cash equivalents 20.85 (3,570.74)Cash and cash equivalents as at openingCash and bank balances 6,000.53 9,571.27Cash and cash equivalents as at closingCash and bank balances 6,021.38 6,000.53

20.85 (3,570.74)












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1. SIGNIFICANT ACCOUNTING POLICIES OF THE CONSOLIDATED FINANCIAL STATEMENTSA. Basis of presentation of Financial Statements The Consolidated financial statements of Garware Polyester Ltd. (“the Holding Company”) and its subsidiary companies viz. Garware Polyester

International Ltd. and Global Pet Films Inc. (“together the group”) are prepared under the historical cost convention modified by revaluation of fixed assets and in accordance with prescribed Accounting Standards under Section 133 of the Companies Act, 2013 (‘the Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act on accrual basis. The accounting policies have been consistently applied by the company and are consistent with those used in the previous year.

B. The subsidiary companies considered in the consolidated financial statements are:

Name of the Company Country of Incorporation Percentage of Voting Power Financial YearSubsidiary Garware Polyester International Ltd. United Kingdom 100% April 15 - March 16

Step down Subsidiary Global Pet Films Inc. U.S.A. 100% April 15 - March 16

C. For disclosures mandated by Schedule III of Companies Act, 2013, by way of additional information, refer below:

Name of Entities

2015-16 2014-15

Net Assets i.e. Total Assets minus Total Liabilities

Share in Profit / (Loss) Net Assets i.e. Total Assets minus Total Liabilities

Share in Profit / (Loss)

As a % of Consolidated

net assets



Profit



net assets



Profit

Amount(Rs. in Lakhs)

Parent- Garware Polyester Ltd. 99.82% 58,442.12 105.39% 1,738.68 99.71% 56,703.44 97.31% 1,733.51Foreign Subsidiary- Global Pet Films Inc. 0.48% 280.54 20.54% 338.92 0.17% 98.07 0.40% 7.11- Garware Polyester

International Ltd.1.03% 600.73 6.45% 106.33 0.84% 479.79 4.03% 71.71

Subtotal 101.33% 59,323.39 132.38% 2,183.93 100.72% 57,281.30 101.74% 1,812.33Inter Company Elimination & Consolidated Adjustment

(1.33)% (776.49) (32.38)% (534.19) (0.72)% (410.31) (1.74)% (30.89)

Grand total 100% 58,546.90 100% 1,649.74 100% 56,870.99 100% 1,781.44

D. Principles of Consolidationi) Consolidated financial statements are done in accordance with the AS-21 by consolidating financial statements of subsidiaries on the

reporting period. The consolidation is based on the audited financial statement of Garware Polyester International Ltd and Global Pet Films Inc. for the year ended 31st March, 2016.

ii) The financial statements of the company and the subsidiaries have been combined to the extent possible on a line-by-line basis, by adding together like items of assets, liabilities, income and expenses. All significant intra-group balances and transactions have been eliminated on consolidation.

iii) In respect of subsidiaries, transactions of statement of Profit and Loss items have been translated at exchange average rate and the assets and liabilities items of the balance sheet have been translated into Indian Rupees at the closing exchange rate of respective currencies prevailing as at 31st March, 2016 except for subsidiary’s share capital.

E. Use of Estimates The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities

on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could results in the outcomes different from the estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognised prospectively in the current and future periods.

F. Fixed Assets and Depreciation / Amortization Fixed Assets are stated at cost net of MODVAT / CENVAT and includes amounts added on revaluation, less accumulated depreciation. Cost

comprises of the purchase price and any directly attributable cost of bringing the assets to working condition for its intended use including interest and other incidental and trial run expenses up to the date of commercial production. Surplus on revaluation of assets is credited to Capital / Revaluation Reserve.

Depreciation / Amortization:

i) Tangible Assets:

Depreciation on Fixed assets is provided as per use life specified in Part-C of Schedule II of the Companies Act, 2013. No write-off is being made in respect of leasehold land.


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ii) Intangible Assets:

Intangible assets are stated at the cost of acquisition or construction less accumulated amortization and impairment losses if any. Intangible assets are amortized over their estimated useful economic life. Computer softwares are depreciated over the period of 5 years.

In respect of Subsidiaries:- Garware Polyester International Ltd. (GPIL) Land and buildings leasehold is depreciated under Straight line over the life of the lease.

And

Furniture, fittings and equipment is depreciated @ 25% Written Down Value Method.

- Global Pet Films Inc. (GPF) Equipments are stated at cost less accumulated depreciation. Some assets are depreciated using Straight Line MACRS method over the

useful lives of the assets and some other assets are expensed under Sec. 179 of Internal Revenue Code.

G. Impairment of Assets Impairment loss, if any, is provided to the extent, the carrying amount of assets exceeds their recoverable amount. Recoverable amount is higher

of an asset’s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.

After impairment, depreciation /amortization is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However, the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation / amortization if there was no impairment.

H. Investments Investments are considered as non-current investments and are stated at cost of acquisition. Market value of Quoted Investments at the date

of the Balance Sheet is disclosed. Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary in the opinion of the Management. On disposal of an investment, the difference between the carrying value and the net disposal proceeds is recognised in the statement of profit and loss.

I. Inventoriesi) Raw Materials and Packing Materials are valued at the lower of cost and net realizable value. Cost is determined on a moving weighted

average basis. Cost includes the cost of purchase and other expenses directly attributable to their acquisition but excludes duties & taxes, which are subsequently recoverable from the taxing authorities.

ii) Stores and Spares are valued at cost computed on a moving weighted average basis. Cost includes the cost of purchase and other expenses directly attributable to their acquisition but excludes duties and taxes that are subsequently recoverable from the taxing authorities.

iii) Semi-Finished Goods including those held for captive consumption are valued at factory cost including depreciation.

iv) Finished goods are valued at the lower of cost and net realizable value. Cost includes direct material & labour cost and a proportion of manufacturing overheads.

v) Purchases of finished goods are valued at the lower of cost and net realizable value.

J. Foreign Currency Transactionsa) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction or that

approximates the actual rate at the date of the transaction.

b) Monetary items denominated in foreign currencies at the year-end are restated at year-end rates. In case of items which are covered by forward exchange contracts, the difference between the year-end rate and rate on the date of the contract is recognized as exchange difference and the premium paid on forward contracts is recognized over the life of the contract.

c) Non-monetary foreign currency items are carried at cost.

d) In respect of branch, which is integral foreign operations, all transactions are translated at rates prevailing on the date of transactions or that approximates the actual rate at the date of transactions. Branch monetary assets and liabilities are restated at the year-end rates.

e) The company has opted for accounting exchange rate differences arising on reporting of long term Foreign Currency Monetary Items in line with Companies (Accounting Standard) Amendment Rules, 2009 on Accounting Standard-11 (AS-11) notified by the Govt. of India on March 31, 2009. Accordingly, the effect of exchange differences on Foreign Currency Loans of the company is accounted by addition or deduction to the cost of assets so far it relates to depreciable capital assets and in other cases by charging to statement of profit and loss as gain or loss on account of exchange difference.

f) Investments in shares of foreign subsidiary company are expressed in Indian Currency at the rate of exchange prevailing at the time when the original investments were made.

K. Duties Excise duty on finished goods and custom duty on imported materials has been accounted on the basis of payments made in respect of goods

cleared as also provision made for goods lying in Bonded Warehouse.


69

L. Employee Benefitsi) Short Term Employee Benefits:

All benefits paid / payable wholly within 12 months of rendering the service are classified as short term. Benefits such as salaries, wages, short-term compensated absences, etc. and the expected cost of bonus, ex-gratia, medical, LTA are recognized undiscounted during the period in which the employee renders the related service and charged to statement of Profit and Loss.

ii) Defined Contribution Plans: Company contributes Provident Fund in accordance with EPF Act, 1952 and ESIC Schemes in accordance with ESIC Act, 1948 under

Government administered schemes, however certain employees are covered under the contributory plans with the trust “Garware Polyester Limited Office Staff & Officers Provident Fund”. Contributions are accounted on accrual / paid basis and charged to statement of Profit & Loss.

iii) Defined Benefit Plans:a. Liability towards Superannuation and Gratuity are covered by appropriate schemes with Life Insurance Corporation of India on accrual

basis. Gratuity plans are determined by actuarial valuation by using the Projected Unit Credit method.b. Leave encashment benefits are accounted on actuarial valuation basis.

M. Lease Rentals Lease Rentals are accounted on accrual basis over the Lease Term as per the relevant Lease Agreements.N. Research and Development Revenue expenditure on Research and Development is charged out in the accounting year in which it is incurred. Expenditure, which results in

creation of assets, is included in Fixed Assets and depreciation is provided on such assets as applicable.O. Revenue Recognition

i) Sale of Products Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably

measured are accounted for inclusive of Excise Duty and VAT / Sales Tax (wherever not charged separately), and are net of discounts and returns.

ii) Export Benefits Export entitlements under the Duty Draw Back Scheme / Other Schemes are recognized as income when the right to receive credit as per

the terms of the scheme is established in respect of the exports made and where there is no significant uncertainty regarding the ultimate collection of the relevant export proceeds.

iii) Others Revenue from services is recognised on rendering of services. Dividend income is recognised when the right to receive payment is established. Interest income is recognised on the time proportion basis.

P. Taxationi) Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between taxable income

and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.ii) Current tax is determined as the amount of tax payable in respect of taxable income for the period.iii) The credit is taken as per entitlement for the tax liability provided under MAT based on taxable income as per the provisions of Income Tax

Act, 1961.Q. Borrowing Cost Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A

qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to statement of Profit and Loss.

R. Measurement of EBITDA The company has elected to present Earnings before Interest (Finance Cost), Tax, Depreciation and Amortization (EBITDA) as a separate line

item on the face of the Statement of Profit and Loss for the year. The company measures EBITDA on the basis of Profit / (Loss) from continuing operations.

S. Provisions, Contingent Liabilities & Contingent Assets Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events

and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

T. Earnings Per Share Earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference

dividend and attributable taxes) by the weighted average number of equity shares outstanding during the year.


70

As at 31.03.2016

As at 31.03.2015

Rs. in Lakhs Rs. in Lakhs2. SHARE CAPITAL

Authorised: 4,00,00,000 60,00,000

(Previous Year 40,000,000) Equity Shares of Rs. 10/- each 4,000.00 4,000.00(Previous Year 6,000,000) Preference Shares of Rs. 100/- each 6,000.00 6,000.00

10,000.00 10,000.00Issued, Subscribed and Fully Paid-up: 2,33,15,150 (Previous Year 23,315,150) Equity Shares of Rs. 10/- each 2,331.52 2,331.52

Less: Unpaid Allotment / Call Money (from Others) 6.21 6.21 2,325.31 2,325.31

0 (Previous Year 5,446,000 ) 0.01% Cumulative Redeemable Preference Shares of Rs. 100/- each (Refer Notes below)

0.00 5,446.00

0 Less: Redeemed during the year (Refer Notes below) 0.00 5446.00 0.00 0.00

TOTAL 2,325.31 2,325.31Out of the above:

2,54,764 Equity Shares of Rs. 10/- each fully paid-up issued to the shareholders of Garware Chemicals Limited (GCL) as per the scheme of arrangement under Section 391 to 394 of the Companies Act, 1956 on 14th November, 2011 (Previous Year 2,54,764).

Terms / Rights attached to Shares: Equity Shares

The company has only one class of equity shares having a par value of Rs. 10/- per share. Each equity shareholder is entitled to One Vote per share. The company declares and pays dividends in Indian Rupees. The dividend if and proposed by the board of directors is subject to approval of shareholders in the ensuing Annual General Meeting.

As per the Companies Act, 2013 the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts in the event of liquidation of the company. The distribution will be in proportion to the number of equity shares held by the shareholder.

Preference Shares The company has fully redeemed the Preference Shares amounting to Rs. 5,446.00 Lakhs by paying Rs. 4,000.00 Lakhs in the Financial Year 2014-15 as One Time Settlement in full and final payment. The difference of Rs. 1,446.00 Lakhs has been credited in the Statement of Profit and Loss under Other Income in Financial Year 2014-15.

a. Reconciliation of the number of Shares Outstanding at the beginning and at the end of the year

Equity Shares: As at 31st March, 2016 As at 31st March, 2015No. of Shares Rs. in Lakhs No. of Shares Rs. in Lakhs

At the beginning of the year 2,33,15,150 2,331.52 2,33,15,150 2,331.52Add: Issued during the year 0 0.00 0 0.00 Outstanding at the end of the year 2,33,15,150 2,331.52 2,33,15,150 2,331.52

b. Details of Shareholders holding more than 5% Equity Shares in the companyAs at 31st March, 2016 As at 31st March, 2015

Name of the Shareholder No. of Shares % of Holding No. of Shares % of Holding S. B. Garware Family Trust 1,05,92,401 45.43 1,05,92,401 45.43

Preference Shares: As at 31st March, 2016 As at 31st March, 2015No. of Shares Rs. in Lakhs No. of Shares Rs. in Lakhs

At the beginning of the year 0 0.00 54,46,000 5,446.00Issued during the year 0 0.00 0 0.00Redeemed during the year 0 0.00 54,46,000 5,446.00Outstanding at the end of the year 0 0.00 0 0.00

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016


71

3. RESERVES AND SURPLUS As at 31.03.2016 As at 31.03.2015Rs. in Lakhs Rs. in Lakhs

Capital Reserve:Balance as per last Balance Sheet 4,439.48 4,439.48

Capital Redemption Reserve:Balance as per last Balance Sheet 5,446.00 0.00Add: Transferred from Surplus in the Statement of Profit and Loss Account on Redemption of Preference Shares 0.00 5446.00

5,446.00 5,446.00Securities Premium Reserve:

Balance as per last Balance Sheet 592.14 592.14Revaluation Reserve:

Balance as per last Balance Sheet 10,105.40 10105.40General Reserve:

Balance as per last Balance Sheet 6,909.91 6,909.91Surplus in the statement of Profit and Loss:

Balance as per last Balance Sheet 26,587.79 30,480.50Less: Transferred from Assets whose balance useful life is Nil as per Schedule II of the Companies Act, 2013.

0.00 228.15

Less: Transferred to Capital Redemption Reserve on Redemption of Preference Shares.

0.00 5,446.00

Add: Profit for the year 1649.74 1,781.44 28,237.53 26,587.79

Foreign Currency Translation Reserve:Balance as per last Financial Statements 464.96 493.62Addition (Deduction) during the year 26.17 (28.66)

491.13 464.96TOTAL 56,221.59 54,545.68

4. LONG TERM BORROWINGS Current Non-CurrentAs at

31.03.2016As at

31.03.2015As at

31.03.2016As at

31.03.2015Secured Loans Rs. in Lakhs Rs. in Lakhs Rs. in Lakhs Rs. in LakhsTerm Loans:Indian Rupee Loan from Banks 2,266.41 4,657.47 2,398.80 2,398.80Foreign Currency Loan from Banks 0.00 0.00 0.00 548.67Fixed Asset Under Finance Lease Obligation 145.33 201.88 57.93 108.24Unsecured LoansInterest Free Sales tax / VAT Deferral Loan of SICOM (Unsecured) 1,058.92 1,203.46 144.54 0.00

TOTAL 3,470.66 6,062.81 2,601.27 3,055.71

1) Term Loan of Rs. 4,665.21 Lakhs (Previous Year Rs. 7,604.94 Lakhs) are secured by first pari-passu charge on Fixed Assets of the company both present and future except Land and Building at Vile Parle, Mumbai, and also by way of second pari-passu charge on current assets of the company. The loans are repayable in 20 quarterly installments from quarter ended March 2011 till December 2018.

2) Fixed Assets Finances of Rs. 203.26 Lakhs (Previous Year Rs. 310.12 Lakhs) are secured by hypothecation of specific assets. The loans are repayable in 60 monthly / 20 quarterly installments. The installments are payable from December 2011 till January 2020 covering all loans taken at various dates.

3) Deferral Loan from SICOM is payable from April 2016 to April 2026.4) The rate of interest on Rupee Loan @ 12.75% to 14.05% p.a. and on Fixed Assets Loan @ 11.80% to 12.30% p.a.

5. DEFERRED TAX LIABILITY (NET): As at31.03.2016

Rs. in Lakhs

As at 31.03.2015

Rs. in LakhsMajor components of Deferred Tax (Liabilities) / Assets arising onaccount of timing differences as at 31st March, 2016 are as follow:

Deferred Tax Assets:Disallowance u/s 43B of the Income Tax Act, 1961 295.15 231.48Unabsorbed Business Losses & Depreciation 531.13 810.27Others 296.15 339.02

(i) 1,122.43 1,380.77


72

As at 31.03.2016

As at 31.03.2015

Less: Deferred Tax Liability Rs. in Lakhs Rs. in LakhsExcess of Net Block over WDV as per the Income Tax Act,1961 (ii) 5,166.13 4,543.58

Deferred Tax Asset / (Liability) (Net) (i - ii) (4,043.70) (3,162.81)Deferred Tax Asset / (Liability) as per Balance Sheet (Previous Year) (3,162.81) (2,430.97)Deferred Tax Expense / (Income) 880.89 731.84Add : Deferred tax Expenses pertaining to assets transferred to retained earnings whose balance useful life was Nil as on 01.04.2014 as per Schedule II of Companies Act, 2013 0.00 117.50

Deferred Tax Expense / (Income) Recognised in Profit & Loss 880.89 849.34

6. SHORT TERM BORROWINGS As at 31.03.2016

Rs. in Lakhs

As at 31.03.2015

Rs. in LakhsCash / Packing Credit from Banks:

Indian Rupees (Secured) 980.88 194.20Foreign Currency (Secured) 8,728.46 7,139.66

Working Capital Loans 15,722.53 20,338.74TOTAL 25,431.87 27,672.60

a) Cash / Packing Credit Loans are secured by hypothecation of all the current assets including all stocks, book debts etc. of the Company and further secured by a second charge on fixed assets of the company excluding property at Vile Parle.

b) Interest on Working Capital (Rupee) Loans ranges between 10.45% to 16.70% p.a. and Foreign Currency Loans LIBOR + 2.5% to LIBOR + 3.50% p.a.

7. TRADE PAYABLES As at 31.03.2016

Rs. in Lakhs

As at 31.03.2015

Rs. in Lakhs

Due to Micro, Small & Medium Enterprises 292.60 374.81Others 4,199.80 4,049.64

TOTAL 4,492.40 4,424.45

8. OTHER CURRENT LIABILITIES As at 31.03.2016

Rs. in Lakhs

As at 31.03.2015

Rs. in Lakhs

Current maturities of Long Term Borrowing (Refer Note No. 4) 2,601.27 3,055.71Unclaimed Dividend # 66.46 66.71Deposit & Advances from Customers & Vendors 796.81 759.54Creditors for Capital Expenditure 153.81 164.20Payable to Employees 126.24 54.19Statutory Liabilities 263.28 224.77Provision For Expenses 172.29 213.32

TOTAL 4,180.16 4,538.44

# These Figures do not include any amount due and outstanding to be credited to the Investor Education and Protection Fund.

Long Term Short Term9. PROVISIONS As at

31.03.2016As at

31.03.2015As at

31.03.2016As at

31.03.2015Rs. in Lakhs Rs. in Lakhs Rs. in Lakhs Rs. in Lakhs

Provisions for Employee Benefits: (Refer Note No. 27)Provision for Gratuity 0.00 0.00 264.87 58.46Provision for Leave Encashment 500.13 497.78 1,064.54 895.08

500.13 497.78 1,329.41 953.54Other ProvisionsProvision for Tax 1.51 0.00 0.00 0.00Provision for Wealth Tax 0.00 0.00 0.00 5.67

1.51 0.00 0.00 5.67 TOTAL 501.64 497.78 1,329.41 959.21


73

10. F

IXED

ASS

ETS

(Rs.

in La

khs)

Desc

riptio

nGr

oss B

lock

Depr

eciat

ion /

Amor

tisat

ionIm

pairm

ent

Net B

lock

As a

t 01

.04.

2015

Addit

ions /

Ad

justm

ents

durin

gth

e ye

ar

Disp

osal/

Tran

sfers

/Ad

justm

ents

durin

gth

e ye

ar

As a

t 31

.03.

2016

Up to

01

.04.

2015

Char

ge fo

r th

e ye

ar (a

)Tr

ansfe

rred

to R

etain

ed

earn

ings

whos

e ba

lance

us

eful

life is

Ni

l (b)

Net

Cha

rge

for t

he ye

ar

(a-b

)

Disp

osal/

Tran

sfers

/Ad

justm

ents

durin

gth

e ye

ar

Up to

31

.03.

2016

As a

t 01

.04.

2015

As a

t 31

.03.

2016

As a

t 31

.03.

2016

TANG

IBLE

ASS

ETS:

Land

(Fre

ehold

)25

,476

.92

25,4

76.9

20.

000.

000.

0025

,476

.92

Land

(Lea

seho

ld)6,

745.

086,

745.

080.

000.

000.

006,

745.

08

Build

ings

11,0

37.8

4 3

60.6

511

,398

.49

6,12

9.16

205

.28

205.

286,

334.

4410

1.25

101.

254,

962.

80

Plan

t & M

achin

ery

83,0

15.6

4 1

,053

.52

84,0

69.1

647

,532

.20

1,1

80.8

81,

180.

8848

,713

.08

8,72

2.52

8,72

2.52

26,6

33.5

6

Elec

trica

l Insta

llatio

ns3,

019.

04 4

.07

96.

512,

926.

602,

975.

18 2

3.09

23.0

9 9

6.51

2,90

1.76

24.8

4

Mou

lds28

7.54

287.

5428

7.54

-0.

0028

7.54

0.00

Labo

rato

ry E

quipm

ents

582.

07 5

7.81

639.

8835

9.06

42.

6642

.66

401.

7210

.90

10.9

022

7.26

Furn

iture

& F

ixtur

es82

6.67

26.

9485

3.61

579.

57 3

7.76

37.7

661

7.33

236.

28

Offic

e Eq

uipm

ents

681.

83 1

3.16

694.

9959

9.83

33.

1633

.16

632.

9962

.00

Vehic

les25

8.65

258.

6523

3.90

5.2

45.

2423

9.14

19.5

1

Vehic

les o

n Fi

nanc

e Le

ase

667.

2566

7.25

481.

82 5

0.85

50.8

553

2.67

134.

58

Capit

al Ex

pend

iture

On

Rese

arch

&

Deve

lopm

ent

220.

93 1

3.65

234.

5821

8.56

1.4

21.

4221

9.98

14.6

0

Data

Pro

cess

ing E

quipm

ents

1,43

8.34

20.

24 1

23.6

81,

334.

901,

378.

03 2

5.65

25.6

5 1

23.6

81,

280.

0054

.90

Data

Pro

cess

ing E

quipm

ents

on F

inanc

e Le

ase

216.

64 1

.39

218.

0315

.00

67.

8567

.85

82.8

513

5.18

TOTA

L (A

)1,3

4,474

.441,5

51.43

220.1

91,3

5,805

.6860

,789.8

51,6

73.84

0.00

1,673

.8422

0.19

62,24

3.50

8,834

.678,8

34.67

64,72

7.51

INTA

NGIB

LE A

SSET

S:So

ftwar

e27

3.13

2.0

427

5.17

211.

68 2

2.56

22.5

623

4.24

40.9

3

Copy

right

s15

7.46

157.

4615

7.46

0.00

157.

460.

00

Expe

nditu

re o

n Te

chnic

al Kn

ow-h

ow/

Prod

uct D

evelo

pmen

t1,

430.

761,

430.

761,

430.

760.

001,

430.

760.

00

Good

will

4,40

0.36

0.00

4,40

0.36

0.00

0.00

0.00

4,40

0.36

4,40

0.36

0.00

TOTA

L (B

)6,2

61.71

2.04

0.00

6,263

.751,7

99.90

22.56

0.00

22.56

0.00

1,822

.464,4

00.36

4,400

.3640

.93TO

TAL

(A+B

)1,4

0,736

.151,5

53.47

220.1

91,4

2,069

.4362

,589.7

51,6

96.40

0.00

1,696

.4022

0.19

64,06

5.96

13,23

5.03

13,23

5.03

64,76

8.44

Capi

tal W

ork-

in-P

rogr

ess

(Ref

er N

ote N

o. 26

) 51

8.47

NOTE

S:1.

Free

hold

Land

and

Lea

seho

ld La

nd is

reva

lued

on 3

1st M

arch

, 201

3 wi

th re

fere

nce

to th

e th

en cu

rrent

mar

ket p

rices

, am

ount

add

ed o

n re

valua

tion

is Rs

. 13,

900.

30 L

akhs

and

Rs.

4,85

5.64

lakh

s res

pecti

vely;

the

reva

lued

amou

nt

subs

titute

d fo

r hist

orica

l cos

t on

31st

Mar

ch, 2

013

is Rs

. 25,

476.

92 L

akhs

and

Rs.

6,71

9.00

Lak

hs re

spec

tively

.

2.In

acc

orda

nce

with

Acc

ount

ing S

tand

ard

(AS-

11) a

nd A

men

dmen

t Rule

s, 20

09 o

n AS

-11

Notifi

ed b

y th

e Go

vern

men

t of I

ndia

on 3

1.03

.200

9 an

d su

bseq

uent

am

endm

ent d

td. 2

9th D

ecem

ber,

2011

; the

com

pany

has

cap

italis

ed

Rs. 2

3.01

Lak

hs to

Plan

t and

Mac

hiner

y (Pr

eviou

s Yea

r Rs.

45.5

2 La

khs)

on

acco

unt o

f exc

hang

e ra

te d

iffere

nce

on F

oreig

n Cu

rrenc

y Loa

ns.

NOTE

S FO

RMIN

G P

ART

OF

THE

CONS

OLI

DATE

D FI

NANC

IAL

STAT

EMEN

TS F

OR

THE

YEAR

END

ED 3

1ST

MAR

CH, 2

016


74

10A.

FIX

ED A

SSET

S(R

s. in

Lakh

s)De

scrip

tion

Gros

s Bloc

kDe

prec

iation

/ Am

ortis

ation

Impa

irmen

tNe

t Bloc

kAs

at

01.0

4.20

14Ad

dition

s /

Adjus

tmen

ts du

ring

the

year

Disp

osal/

Tran

sfers

/Ad

justm

ents

durin

g th

e ye

ar

As a

t 31

.03.

2015

Up to

01

.04.

2014

Char

ge fo

r th

e ye

ar (a

) T

rans

ferre

d to

Ret

ained

ea

rning

s wh

ose

balan

ce

usef

ul life

is

Nil (

b)

Net

Cha

rge

for t

he ye

ar

(a-b

)

Disp

osal/

Tran

sfers

/Ad

justm

ents

durin

g th

e ye

ar

Up to

31

.03.

2015

As a

t 01

.04.

2014

As a

t 31

.03.

2015

TANG

IBLE

ASS

ETS:

Land

(Fre

ehold

)25

,476

.92

25,4

76.9

20.

000.

000.

0025

,476

.92

Land

(Lea

seho

ld)6,

723.

1421

.94

6,74

5.08

0.00

0.00

0.00

6,74

5.08

Build

ings

8,31

2.36

2,76

6.45

40.9

711

,037

.84

5,99

5.99

168.

3816

8.38

35.2

16,

129.

1610

1.25

4,80

7.43

Plan

t & M

achin

ery

75,8

72.1

57,

143.

4983

,015

.64

46,4

76.2

41,

055.

961,

055.

9647

,532

.20

8,72

2.52

26,7

60.9

2El

ectri

cal In

stalla

tions

3,01

9.27

0.23

3,01

9.04

2,74

3.85

231.

5019

9.91

31.5

90.

172,

975.

1843

.86

Mou

lds28

7.54

287.

5428

7.54

0.00

287.

540.

00La

bora

tory

Equ

ipmen

ts43

0.13

151.

9458

2.07

301.

0558

.01

17.7

640

.25

359.

0610

.90

212.

11Fu

rnitu

re &

Fixt

ures

631.

8019

4.87

826.

6753

5.31

44.2

616

.01

28.2

557

9.57

247.

10Of

fice

Equip

men

ts61

9.08

62.7

568

1.83

490.

2710

9.56

70.7

438

.82

599.

8382

.00

Vehic

les25

9.42

0.77

258.

6521

4.47

20.1

814

.88

5.30

0.75

233.

9024

.75

Vehic

les o

n Fi

nanc

e Le

ase

753.

8386

.58

667.

2549

7.50

56.7

356

.73

72.4

148

1.82

185.

43Ca

pital

Expe

nditu

re O

n Re

sear

ch &

De

velop

men

t22

0.93

220.

9321

7.46

1.10

0.10

1.00

218.

562.

37

Data

Pro

cess

ing E

quipm

ents

1,43

6.09

26.2

624

.01

1,43

8.34

1,34

9.17

52.8

726

.25

26.6

224

.01

1,37

8.03

60.3

1Da

ta P

roce

ssing

Equ

ipmen

ts on

Fina

nce

Leas

e21

6.64

216.

6415

.00

15.0

015

.00

0.00

201.

64

TOTA

L (A

)1,2

4,042

.6610

,584.3

415

2.56

1,34,4

74.44

59,10

8.85

1,813

.5534

5.65

1,467

.9013

2.55

60,78

9.85

8,834

.6764

,849.9

2IN

TANG

IBLE

ASS

ETS:

Softw

are

245.

5727

.56

273.

1315

9.44

52.2

452

.24

211.

6861

.45

Copy

right

s15

7.46

157.

4615

7.46

0.00

0.00

157.

460.

00Ex

pend

iture

on

Tech

nical

Know

-how

/ Pr

oduc

t De

velop

men

t1,

430.

761,

430.

761,

430.

760.

000.

001,

430.

760.

00

Good

will

4,40

0.36

0.00

4,40

0.36

0.00

0.00

0.00

0.00

4,40

0.36

0.00

TOTA

L (B

)6,2

34.15

27.56

0.00

6,261

.711,7

47.66

52.24

0.00

52.24

0.00

1,799

.904,4

00.36

61.45

TOTA

L (A

+B)

1,30,2

76.81

10,61

1.90

152.5

61,4

0,736

.1560

,856.5

11,8

65.79

345.6

51,5

20.14

132.5

562

,589.7

513

,235.0

364

,911.3

7Ca

pita

l Wor

k-in

-Pro

gres

s(R

efer

Not

e No.

26)

1,070

.49

NOTE

S:1.

Free

hold

Land

and

Lea

seho

ld La

nd is

reva

lued

on 3

1st M

arch

, 201

3 wi

th re

fere

nce

to th

e th

en cu

rrent

mar

ket p

rices

, am

ount

add

ed o

n re

valua

tion

is Rs

. 13,

900.

30 L

akhs

and

Rs.

4,85

5.64

lakh

s res

pecti

vely;

the

reva

lued

amou

nt

subs

titute

d fo

r hist

orica

l cos

t on

31st

Mar

ch, 2

013

is Rs

. 25,

476.

92 la

khs a

nd R

s. 6,

719.

00 L

akhs

resp

ectiv

ely.

2.In

acc

orda

nce

with

Acc

ount

ing S

tand

ard

(AS-

11) a

nd A

men

dmen

t Rule

s, 20

09 o

n AS

-11

Notifi

ed b

y th

e Go

vern

men

t of I

ndia

on 3

1.03

.200

9 an

d su

bseq

uent

am

endm

ent d

td. 2

9th D

ecem

ber,

2011

; the

com

pany

has

cap

italis

ed

Rs. 4

5.52

Lak

hs to

Plan

t and

Mac

hiner

y (Pr

eviou

s Yea

r Rs.

221.

97 L

akhs

) on

acco

unt o

f exc

hang

e ra

te d

iffere

nce

on F

oreig

n Cu

rrenc

y Loa

ns.

3.In

acc

orda

nce

with

the

prov

ision

s of

Sch

edule

II o

f the

Com

panie

s Ac

t, 20

13, i

n ca

se o

f fixe

d as

sets

whos

e us

eful

life a

s at

1st A

pril,

2014

is N

il, th

e ca

rrying

valu

e (N

et o

f Res

idual

Value

) am

ount

ing to

Rs.

228.

15 L

akhs

(Net

of

Defe

rred

Tax o

f Rs.

117.

50 L

akhs

) as t

rans

itiona

l pro

vision

has

bee

n re

cogn

ised

in th

e re

taine

d ea

rning

s.

NOTE

S FO

RMIN

G P

ART

OF

THE

CONS

OLI

DATE

D FI

NANC

IAL

STAT

EMEN

TS F

OR

THE

YEAR

END

ED 3

1ST

MAR

CH, 2

015


75

11. NON-CURRENT INVESTMENTS As at 31.03.2016 As at 31.03.2015

Rs. in Lakhs Rs. in LakhsNon-Trade Investments in Shares:Quoted Equity Instruments

50 (Previous Year 50) Equity Shares of M. M. Rubber Ltd. of the face value of Rs. 2/- each, fully paid-up.

0.01 0.01

Nil (Previous Year 2,09,000) Equity Shares of Garware Marine Industries Ltd. of the face value of Rs.10/- each, fully paid-up.

0.00 -

4,00,300 (Previous Year 400,300) Equity Shares of Garware Wall Ropes Limited, of the face value of Rs.10/- each, fully paid-up.

56.98 56.98

56.99 56.99

Unquoted Equity Instruments

2,500 (Previous Year 2,500) Equity Shares of The New India Co-Operative Bank Ltd., Mumbai, of the face value of Rs.10/- each, fully paid-up.

0.25 0.25

2,500 (Previous Year 2,500) Equity Shares of The North Kanara Goud Saraswat Brahmin Co-Operative Bank Ltd., Mumbai, of the face value of Rs.10/- each, fully paid-up.

0.25 0.25

500 (Previous Year 500) Equity Shares of The Co-Operative Stores Ltd. (New Delhi) of the face value of Rs.10/- each, fully paid-up.

0.05 0.05

10,000 (Previous Year 10,000) Equity Shares of S I C O M Ltd. of the face value of Rs.10/- each, fully paid-up.

8.00 8.00

20,000 (Previous Year 20,000) Equity Shares of Deogiri Nagari Sahakari Bank Ltd of the face value of Rs. 25/- each, fully paid-up.

5.00 5.00

4,000 (Previous Year 4,000) Equity Shares of Vaidyanath Urban Co-Operative Bank Ltd. of the face value of Rs. 25/- each, fully paid-up.

1.00 1.00

1,000 (Previous Year 1,000) Equity Shares of Poornawadi Co-Operative Bank Ltd. of the face value of Rs. 100/- each, fully paid-up.

1.00 1.00

100 (Previous Year 100) Equity Shares of Cosmos Co-Operative Bank Ltd. of the face value of Rs. 10/- each, fully paid-up.

0.02 0.02

15.57 15.57

TOTAL 72.56 72.56

Cost Market Value Cost Market Value

Aggregate amount of company's Investment

Quoted 56.99 1,348.22 56.99 796.04

Unquoted 15.57 15.57

TOTAL 72.56 1,348.22 72.56 796.04

Non-Current Current12. LOANS & ADVANCES As at

31.03.2016As at

31.03.2015As at

31.03.2016As at


Capital AdvancesSecured, considered good 16.26 0.00 0.00 0.00 Unsecured, considered good 10.83 27.19 0.00 0.00

(A) 27.09 27.19 0.00 0.00 Security DepositUnsecured, considered good 239.26 203.62 0.00 0.00 Rs. 64.50 Lakhs due from Director (Previous Year Rs. 36.00 Lakhs) (Rent Deposit) andRs. 43.50 Lakhs due from company in which directors are Director /Member (Previous Year Rs. 36 Lakhs) (Rent Deposit)

(B) 239.26 203.62 0.00 0.00



76


Non-Current CurrentAs at

31.03.2016As at

31.03.2015As at

31.03.2016As at


Advances Recoverable in Cash or KindUnsecured, considered good 0.00 0.00 291.54 254.84

(C) 0.00 0.00 291.54 254.84 Other Loans & AdvancesAdvance Income-Tax (Net of provision for Taxation) 0.00 192.76 0.00 0.00 MAT Credit Entitlement 7,200.69 6,625.26 0.00 0.00 Prepaid Expenses 0.00 0.00 561.52 730.72 Employee Advances 0.00 0.00 26.67 42.59 Balances with Statutory/Government Authorities 1,456.58 1,775.02 2,483.71 3,245.65

(D) 8,657.27 8,593.04 3,071.90 4,018.96 TOTAL (A+B+C+D) 8,923.62 8,823.85 3,363.44 4,273.80

As at 31.03.2016

As at 31.03.2015

13. INVENTORIES (Valued at Lower of Cost and Net Realisable Value) Rs. in Lakhs Rs. in Lakhs

a) Stores, Spares & Packing Materials 2,226.97 2,472.79b) Raw Materials 1,981.75 2,499.93c) Finished Goods 515.60 437.10d) Stock in Transit - Finished Goods 463.20 322.63e) Semi Finished Goods 8,419.73 7,985.44

TOTAL 13,607.25 13,717.89

14. TRADE RECEIVABLES As at 31.03.2016

As at 31.03.2015

Rs. in Lakhs Rs. in LakhsUnsecured, considered good unless otherwise stated excluding bills receivable discounted [Refer Note No. 35 (d)]Debts outstanding for a period exceeding six months from the date they are due for paymenti) Unsecured, considered good 0.00 4.03ii) Doubtful 258.85 258.85

258.85 262.88Less: Provision for doubtful receivables 258.85 258.85

(A) 0.00 4.03Other ReceivablesUnsecured, considered good 4,336.32 4,840.03

(B) 4,336.32 4,840.03TOTAL (A+B) 4,336.32 4,844.06

15. CASH & BANK BALANCES As at 31.03.2016

As at 31.03.2015

Rs. in Lakhs Rs. in LakhsCash & Cash Equivalentsa) Balances with Bank: in Current Accounts 1,227.18 1,223.87 in Fixed Deposits * 4,669.72 4,648.46b) Cash on hand 33.07 38.36Other Bank Balances: in Unclaimed Dividend Accounts 66.46 66.71 Margin Money Deposit 24.95 23.13

TOTAL 6,021.38 6,000.53

*(Fixed Deposit with Bank includes Rs. 43.24 Lakhs (Previous Year Rs. 1.49 Lakhs) with maturity of more than 12 Months).


77


16. OTHER CURRENT ASSETS As at 31.03.2016

Rs. in Lakhs

As at 31.03.2015

Rs. in Lakhs Interest accrued on Fixed Deposit & Others 65.80 48.29 Other receivable 319.46 426.25

TOTAL 385.26 474.54

17. REVENUE FROM OPERATIONS 2015-16 2014-15Rs. in Lakhs Rs. in Lakhs

Sale of Products: 87,779.95 92,928.99Other operating RevenueExport Incentives 1,691.40 1,187.84Others 820.31 270.52

Revenue from Operations (Gross including excise duty) 90,291.66 94,387.35Details of products sold:Polyester Film 87,779.95 92928.99

18. OTHER INCOME 2015-16 2014-15Rs. in Lakhs Rs. in Lakhs

Interest Income on:Bank Deposits 376.79 681.53Income Tax & Sales Tax Refund 43.77 1.20One Time Settlement (OTS) on redemption of preference shares (Refer Note No. 28) 0.00 1,446.00Others 3.00 2.09

Dividend Income on:Long term investment 12.86 10.93

Insurance Claims 5.70 55.09Profit on Sales of Fixed Assets 14.75 113.20Profit on Sales of Investment 67.15 36.71Excess Provision / Sundry Credit Balances Written Back 79.14 231.75Bad Debts Recovered 4.10 0.00Sales Tax Refund 0.00 9.04Gain on Exchange Rate Fluctuations 0.00 101.25

TOTAL 607.26 2,688.79

19. COST OF RAW MATERIALS CONSUMED 2015-16 2014-15Rs. in Lakhs Rs. in Lakhs

Inventory at the beginning of the year 2,499.93 2,825.23Add: Purchases 45,636.35 55,284.11Less: Sales (584.55) (1,906.95)

47,551.73 56,202.39Less : Inventory at the end of the year 1,981.75 2,499.93Cost of Raw materials consumed 45,569.98 53,702.46Details of Raw Materials ConsumedPTA 13,450.10 18,352.03MEG 5,885.56 7,363.68Chemicals & Others 26,234.32 27,986.75

TOTAL 45,569.98 53,702.46Details of InventoryPTA 0.00 0.00MEG 0.00 146.75REPOL 34 SG 0.00 105.90Chemicals & Others 1,981.75 2,247.28

TOTAL 1,981.75 2,499.93


78

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 201620. (INCREASE) / DECREASE IN FINISHED AND SEMI-FINISHED GOODS 2015-16

Rs. in Lakhs2014-15

Rs. in Lakhs

Inventories at the end of the yearSemi-Finished Goods 8,419.73 7,985.44Finished Goods 978.80 759.73

9,398.53 8,745.17Inventories at the beginning of the yearSemi-Finished Goods 7,985.44 9,091.31Finished Goods 759.73 895.47

8,745.17 9,986.78(Increase) / Decrease in Stock of Finished and Semi-Finished Goods out of Trial Run Production 0.00 894.10(Increase) / Decrease (653.36) 347.51

21. EMPLOYEE BENEFITS EXPENSE (Refer Note No. 29) 2015-16Rs. in Lakhs

2014-15Rs. in Lakhs

Salaries, Wages and Bonus 6,614.61 5,684.34Contribution to Provident Fund and Other Funds 894.06 711.15Staff Welfare Expenses 399.12 365.95

TOTAL 7,907.79 6,761.44

22. OTHER EXPENSES 2015-16Rs. in Lakhs

2014-15Rs. in Lakhs

Stores, Spares & Packing Materials Consumed 4,433.26 4,332.74Power and Fuel 8,240.57 8,842.02Processing Charges 1,833.12 150.74Water Charges 92.07 54.88Rent, Hire Charges and Compensation 506.68 168.02Rates, taxes and license fees 70.79 60.52Insurance 286.20 231.54Freight & Forwarding (Net) 2,930.89 2,779.83Research and Development Expenses 168.26 138.37Advertisement Expenses 48.82 37.95Repairs and Maintenance Expenses:

Plant and Machinery 1,008.74 1,021.68 Building 451.41 502.58 Other Assets 934.87 781.07

Sales Tax / VAT 10.57 28.58Travelling & Conveyance 596.62 705.19Postage, Telegrams & Telephones 132.58 134.26Commission on Sales 114.65 182.20Contribution towards Corporate Social Responsibilities (Donations) 70.85 63.68Legal and Professional Charges (Refer Note No. 31) 915.88 705.79Auditors Remuneration (Refer Note No. 23) 50.84 42.05Director Sitting Fees 3.53 3.74Miscellaneous Expenses 1,899.93 1,882.46Loss on Swap/Exchange Rate Fluctuation 14.32 0.00

TOTAL 24,815.45 22,849.89

23. PAYMENT TO AUDITORS AS: 2015-16Rs. in Lakhs

2014-15Rs. in Lakhs

Audit Fees 36.26 27.68 Tax Audit Fees 5.03 6.00 For Certification / Others 7.11 7.75 Reimbursement of Out of Pocket Expenses 2.44 0.62

TOTAL 50.84 42.05


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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 201624. FINANCE COST 2015-16 2014-15

Rs. in Lakhs Rs. in LakhsInterest Expenses 1,279.32 1,222.99Other Borrowing Cost 2,691.72 3,158.18Applicable Loss on Foreign Currency Transactions and Translations 380.57 32.02

TOTAL 4,351.61 4,413.19

25. EARNINGS PER SHARE (EPS) 2015-16 2014-15Rs. in Lakhs Rs. in Lakhs

Profit After Tax 1,649.74 1,781.44Amount available for Equity Shareholders 1,649.74 1,781.44Weighted average number of Equity Shares (Basic & Diluted) including outstanding 2,33,15,150 2,33,15,150Earnings Per Share - Basic & Diluted (Rupees) (absolute) 7.08 7.64

26. The break-up of expenses shown under Capital Work-in-Progress(Pending Allocation) as on 31st March, 2016 is as under:

2015-16Rs. in Lakhs

2014-15Rs. in Lakhs

ParticularsOpening Balance 1,070.49 8619.38Capital Work-in-Progress 621.53 1739.83Less: Capitalised during the year (1,164.60) (7750.32)Pre-Operative Expenditure Incurred during the year:Raw Material Consumed 0.00 3983.71Power and Fuel 0.00 405.07Stores, Spares and Packing Material Consumed 0.00 107.66Freight and Forwarding 0.00 81.35Employee Benefits 0.00 191.71Travelling and Conveyance 0.00 11.24Legal and Professional Charges 0.00 19.35Others 0.00 28.80Finance Charges 23.01 445.83Less: Sales 0.00 (4625.50)(Net of Excise duty Rs. 492.89 Lakhs. Previous Year Rs. 278.41 Lakhs) Capitalised during the year (31.96) (2187.62)Closing Balance # 518.47 1070.49[# includes Intangible Assets in Progress Rs. 48.96 Lakhs (Previous Year Rs.19.95 Lakhs)]

27. DISCLOSURE AS PER AS-15 (REVISED) ON "EMPLOYEE BENEFITS" 2015-16 2014-15A. Funded retirement benefit - Gratuity Rs. in Lakhs Rs. in LakhsDescriptionChange in the Defined Benefit ObligationsDefined Benefit Obligations at beginning of the year 1,996.08 1,768.32 Service Cost 168.48 136.50 Interest Cost 149.06 155.24 Actuarial Loss / (Gain) 129.66 79.51 Benefits Paid (145.39) (143.49)Defined Benefit Obligations at end of the year (a) 2,297.90 1,996.08 Change in Plan AssetsFair Value of Plan Assets as at beginning of the year 1,937.62 1,724.49 Expected Return on Plan Assets 159.11 155.00 Contributions by Employer 81.25 197.23 Actuarial Gain / (Loss) 0.43 4.40 Benefits Paid (145.39) (143.49)Fair Value of Plan Assets at end of the year (b) 2,033.02 1,937.62 Present Value of funded obligations (a-b) 264.87 58.46


80


2015-16 2014-15Rs. in Lakhs Rs. in Lakhs

The net amount recognized in the statement of Profit and Loss for the year ended 31st March, 2016 are as follow:Current Service Cost 168.48 136.50 Interest Cost 149.06 155.24 Expected Return on Plan Assets (159.11) (155.00)Net actuarial Loss / (Gain) Recognized 129.23 75.11 Net Amount Recognized 287.66 211.85 The principal actuarial assumptions used as at 31st March, 2016 are as follow:Discount Rate 8.00% 7.75%Expected Rate of Return on Plan Assets:Withdrawal Rate 5% 5%Rate of increase in compensation levels 4% 5%

Other Disclosures:31.03.16 31.03.15 31.03.14 31.03.13 31.03.12

Present value of Defined benefit obligation 2,297.90 1,996.08 1,768.32 1,702.64 2,063.44Fair value of plan Assets 2,033.02 1,937.62 1,724.49 1,560.11 1,656.08(Deficit) / Surplus of the plan 264.87 58.46 43.83 142.53 407.36Experience Adjustment on Plan Liabilities Loss / (Gain) 127.67 79.50 (49.12) (222.68) *Experience Adjustment on Fair Value of Plan Assets (0.43) (4.40) 2.29 3.53 0.01

* Not available in the valuation report hence are not furnished.

(Rs. in Lakhs)

B. Un-funded retirement benefit - Leave Encashment Description 2015-16 2014-15

Rs. in Lakhs Rs. in LakhsChange in the Defined Benefit Obligations:Defined Benefit Obligations at beginning of the year 1,392.86 1,252.10 Service Cost 114.43 103.28 Interest Cost 106.46 113.94 Actuarial Loss / (Gain) (10.77) (62.82)Benefits Paid (38.31) (13.65)Defined Benefit Obligations at end of the year (a) 1,564.67 1,392.86 Change in Plan Assets:Contributions by Employer 38.31 13.65Benefits Paid (38.31) (13.65)Fair Value of Plan Assets at end of the year (b) 0.00 0.00 Present Value of Un-funded obligations (a-b) 1,564.67 1,392.86 The net amount recognized in the statement of profit and loss for the year ended 31st March, 2016 are as follow:Current Service Cost 114.43 103.28 Interest Cost 106.46 113.94 Net Actuarial Loss / (Gain) Recognized (10.77) (62.82)Net Amount Recognized 210.12 154.41 The Principal Actuarial Assumptions used as at 31st March, 2016 are as follow:Discount Rate 8.00% 7.75%Expected Rate of Return on Plan Assets:Withdrawal Rate 5% 5%Rate of increase in compensation levels 4% 5%


81


28. The company has redeemed during the Financial Year 2014-15, 54,46,000, 0.01% Cumulative Redeemable Preference - Shares of Rs. 100/- each aggregating to Rs. 5,446.00 Lakhs issued and allotted to the IDBI Bank Ltd., by paying Rs. 4,000.00 Lakhs as One Time Settlement in full and final settlement of the above-mentioned Preference Shares. The difference of Rs. 1,446.00 Lakhs has been treated as Other Income in the year 2014-15.

29. The remuneration of Rs. 888.43 Lakhs paid to the Managing Director, Joint Managing Directors and Director is as per the sanction received from the Central Government. (Previous Year Rs. 965.72 Lakhs which was subject to sanction of the Central Government for which approval of Rs. 957.08 Lakhs has been received during the year and balance Rs. 8.64 Lakhs has been recovered. Rs. 89.61 Lakhs for the Financial Year, 13-14 which was pending under approval, Rs. 75.11 Lakhs approval has been received during the year and balance Rs. 14.50 Lakhs has been recovered).

30. LEASESThe company has entered into Finance and Operating Lease Agreements. As required under the Accounting Standard-19 on 'Leases', the future minimum lease payments on account of each type of lease are as follow:

A. Hire Purchase / Finance Lease (Vehicle) (Rs. in Lakhs)

Particulars FutureLease payments

Present Value of FutureMinimum Lease Payments

Finance Charges

As at 31st March 2016 2015 2016 2015 2016 2015Not later than one year 78.94 137.51 57.93 108.24 21.01 29.27Later than one year and not later than five years 172.30 249.86 145.33 201.88 26.97 47.98Later than five years 0.00 0.00 0.00 0.00 0.00 0.00

B. Operating Leases The company has taken various residential / commercial premises and vehicles on operating leases. These operating lease are in the nature

of “cancellable lease” therefore disclosure as per Accounting Standard - 19 is not required. 31. Legal and Professional Charges include Rs. 6.97 Lakhs (Previous Year Rs. 6.25 Lakhs) paid to some of the Partners of the Auditors and

Rs. 5.37 Lakhs (Previous Year Rs. 5.56 Lakhs) paid to a firm in which one of the Director is a proprietor for Corporate Law and Tax Services.

32. SEGMENT REPORTING:a) The company is only in one line of business namely - Polyester Film.b) The Segment Revenue in the Geographical segment considered for disclosure are as follow:-

i) Revenue within India includes sales to customers located within India.ii) Revenue outside India includes sales to customers located outside India including Export Benefits / Incentives.

2015-16 2014-15Rs. in Lakhs Rs. in Lakhs

Sales:Within India 42,262.51 44,576.51China (including Export Incentives) 9,360.58 9,810.92Rest of world (including Export incentives) 38,668.57 39,999.92

TOTAL 90,291.66 94,387.35

33. RELATED PARTY DISCLOSURESa) List of Related Parties Key Management Personnel Shri. S. B. Garware

Mrs. S. S. GarwareMrs. Monika Garware ModiMrs. Sarita Garware RamsayMs. Sonia S. GarwareMr. M. S. Adsul

Enterprises over which Key Managerial Person are able Garware Industriees Ltd. to exercise significant influence Great View Real Estates Pvt. Ltd.

Shashvat Investments Consultancy & Properties Pvt. Ltd.


82


b) Transactions with Related Parties

Particulars Relationship 2015-16 2014-15


1) Sale of Goods:

Garware Industriees Ltd. Entities in which some of the directors are interested 1,716.70 4,915.32

2) Purchase of Materials:

Garware Industriees Ltd. Entities in which some of the directors are interested 4,976.83 9,345.08

3) Service Received / Processing / Commission / Rent Paid / Reimbursement of Expenses:Garware Industriees Ltd. Entities in which some of the directors are interested 1,829.56 105.78

Great View Real Estates Pvt. Ltd. Entities in which some of the directors are interested 82.00 80.90



Mrs. Monika Garware Modi Key Management Personnel 54.00 0.00

Mrs. Sarita Garware Ramsay Key Management Personnel 31.50 0.00

Ms. Sonia S. Garware Key Management Personnel 72.00 72.00

4) Services Rendered / Reimbursement of Expenses:

Garware Industriees Ltd. Entities in which some of the directors are interested 107.78 324.74

5) Rent Deposit Paid:





6) Managerial Remuneration:

Shri. S. B. Garware Key Management Personnel 449.19 400.13




Mr. M. S. Adsul Key Management Personnel 36.40 36.40

7) Director Sitting Fees:

Mrs. S. S. Garware Key Management Personnel 0.20 0.30


8) Net Balances (Dr/Cr):

Garware Industriees Ltd. Entities in which some of the directors are interested 439.59 359.26

Shashvat Investments Consultancy & Properties Pvt. Ltd. (Rent Deposit)


Great View Real Estates Pvt. Ltd. (Rent Deposit) Entities in which some of the directors are interested 36.00 36.00

Ms. Sonia S. Garware (Rent Deposit) Key Management Personnel 36.00 36.00

Mrs. Monika Garware Modi (Rent Deposit) Key Management Personnel 18.00 0.00

Mrs. Sarita Garware Ramsay (Rent Deposit) Key Management Personnel 10.50 0.00

# The above figures are net of Taxes and Duties


83

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 201634. CAPITAL AND OTHER COMMITMENTS

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 222.06 Lakhs (Previous Year Rs. 279.46 Lakhs) against which an advance of Rs. 27.09 Lakhs (Previous Year Rs. 27.19 Lakhs) has been paid.

35. CONTINGENT LIABILITIES

a) Contingent Liabilities not provided for - As at 31.03.2016

As at 31.03.2015


Disputed matters in appeal / contested in respect of:

Income Tax 10.59 1,404.81

Excise Duty 48.87 44.20

Sales Tax 1,178.30 1,178.30

Local Body Tax 0.00 383.06

Maharashtra State Electricity Board (MSEB) 27.72 27.72

TOTAL 1,265.48 3,038.09

b) The Company has given counter-guarantees for Rs. 4,342.99 Lakhs (Previous Year Rs. 6,606.34 Lakhs) to Banks in respect of guarantees given by the Banks to third parties for Purchase of Equipments, Supply of Goods, Clearance of Goods from Customs, Excise Bonds, etc.

c) Letters of Credit opened on behalf of the Company by Banks for purchase of materials and equipment amount to Rs. 14,797.71 Lakhs (Previous Year Rs. 22,506.53 Lakhs).

d) Bills of Exchange discounted under Bill Marketing Scheme amount to Rs. 2,947.15 Lakhs (Previous Year Rs. 3,174.72 Lakhs).

36. FINANCIAL AND DERIVATIVES INSTRUMENTSa) Derivatives contracts entered into by the company and outstanding as on 31st March, 2016: i) Forward Contract is Rs. 2,079.05 Lakhs

(Previous Year Rs. 1,864.86 Lakhs).b) Foreign Currency Exposure that are not hedged by derivatives instruments as on 31st March, 2016 amounts to Rs. 8,696.81 Lakhs

(Previous Year Rs. 7,323.28 Lakhs). The unhedged exposures are naturally hedged by future foreign currency earning and earnings linked to foreign currency.

37. The company is required to spend an amount of Rs. 35.35 Lakhs (Previous Year Rs. 41.05 Lakhs) during the year on CSR expenditure as per the Section 135 of the Companies Act, 2013 read with Schedule VII thereof and company has spent Rs. 60 Lakhs (Previous Year Rs. 60 Lakhs) during the year by way of contribution to the fund of Garware Charitable Trust.

38. The previous year's figure have been re-grouped / reclassified to conform to this year's classification.












84

ROUTE MAP FOR AGM


85

NOTES


86

NOTES


87

GARWARE POLYESTER LIMITEDCIN: L10889MH1957PLC010889

Regd. Office : Naigaon, Post Waluj, Aurangabad – 431 133

ATTENDANCE SLIP (To be presented at the entrance)

Name of the Shareholder or Proxy

DP ID Folio No. / Client ID

I / We hereby record my / our presence at the 59th ANNUAL GENERAL MEETING of the Company at the Registered Office of the Company at

Naigaon, Post Waluj, Aurangabad – 431 133 on Wednesday, September 21, 2016 at 11.30 a.m.

------------------------------------------------------------- Signature of the Member/Proxy

PROXY FORM[Pursuant to Section 105(6) of the Companies Act, 2013 read with Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

GARWARE POLYESTER LIMITED CIN: L10889MH1957PLC010889

Regd. Office : Naigaon, Post Waluj, Aurangabad – 431 133

Name of the Member(s) : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Registered Address : .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

E-mail Id : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Folio No./Client ID No./DP ID No. : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I / We, being the member(s) of .................................... Shares of GARWARE POLYESTER LIMITED, hereby appoint

1. Name : ......................................................................................................... E-mail Id : ....................................................................................

Address : ......................................................................................................

...................................................................................................................... Signature : ..................................................................................

or failing him/her

2. Name : ........................................................................................................ E-mail Id : ...................................................................................

Address : .....................................................................................................

..................................................................................................................... Signature : ..................................................................................

or failing him/her

3. Name : .......................................................................................................... E-mail Id : ...................................................................................

Address : .......................................................................................................

....................................................................................................................... Signature : ..................................................................................

as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 59th Annual General Meeting of the Company, to be held on Wednesday, September 21, 2016 at 11.30 a.m. at Naigaon, Post Waluj, Aurangabad – 431 133 and at any adjournment thereof in respect of such resolutions as are indicated below:


88

Resolution No.

RESOLUTIONS Optional*

Ordinary Business For Against1. Adoption of Audited Financial Statements for the year ended 31st March, 2016 with reports.2. Re-appointment of Mrs. Sarita Garware Ramsay, who retires by rotation.3. Re-appointment of Ms. Sonia Garware, who retires by rotation.4. Ratification of appointment of M/s. Manubhai & Shah, LLP, Chartered Accountants, as

Statutory Auditors of the Company.Special Business

5. Appointment of M/s. Kirtane & Pandit LLP, Chartered Accountants, as Joint Statutory Auditor of the Company.

6. Ratification of Cost Auditor Remuneration.

Signed this …………….day of …………….2016

Signature of shareholder ……………………………………………………

Signature of Proxy holder(s)……………………………………………...…

Note:1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not

less than 48 hours before the commencement of the Meeting.2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 59th Annual General Meeting.3. *It is optional to put a ‘ X ’ in the appropriate column against the Resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’

column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.4. Please complete all details including details of members(s) in above box before submission.5. Appointment of Proxy does not prevent a member from personally attending in person if he/she so wishes.6. In case of joint holder, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

Affix

Revenue

Stamp

Orie

nt P

ress

Ltd

.

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